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Voting:	You are entitled to vote at the meeting if you were a holder of record of Common Stock at the close of business on April 10, 2015.

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(3)	Ms. Stephenson will become Chair of the ECC effective June 8, 2015.

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(1)	Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2014 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.

(2)	Refer to Appendix A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.

(3)	Total Shareholder Return ("TSR") is a measure of the performance of our Common Stock over the measurement period and assumes all dividends are reinvested in Common Stock.

(1)

Effective March 1, 2015, Michael P. Millikin stepped down from his position of Executive Vice President & General Counsel having previously announced his plans to retire from General Motors after 37 years of service. Mr. Millikin is serving as a Senior Advisor until his retirement date in July 2015 and will continue to provide consulting services to the Company through 2015. On January 15, 2014, Daniel F. Akerson stepped down as Chairman & CEO of General Motors and then served as a Senior Advisor until he left the Company in July 2014.

•	Base salary;

•	Short-term incentive plan;

•	Long-term performance stock units ("PSUs"); and

•	Long-term restricted stock units ("RSUs").

•	Link individual and business performance to the long-term interests of our stockholders;

•	Maintain a critical line of sight between Company performance and individual rewards;

•	Support sound compensation policies and governance practices;

•	Mitigate business risk; and

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•	Enhance our ability to attract, retain, and reward critical talent.

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1.	How does the Board of Directors recommend that I vote on matters to be considered at the annual meeting?

2.	Are there any other matters to be voted upon at the annual meeting?

3.	Who is entitled to vote?

4.	How do I vote without attending the annual meeting?

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•

If you received a paper copy of proxy materials: To vote by Internet or telephone, you should follow the instructions provided on the proxy card or voting instruction form enclosed with the proxy materials. To vote by mail, mark, sign, date, and return the proxy card or voting instruction form. We encourage you to mark, sign, date, and mail the proxy card or voting instruction form included with the proxy materials and return it in time to be received before the date of the annual meeting. If you hold your shares in multiple accounts or registrations, you will receive a proxy card or voting instruction form for each account. Please mark, sign, date, and return all proxy cards or voting instruction forms you receive. If you choose to vote by phone or by the Internet, please vote once for each proxy card or voting instruction form you receive, and you do not need to mail your proxy card or voting instruction form.

•

If you received a mailed Notice: You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions provided in the Notice or on the website indicated in the Notice. If you prefer to vote by mail, you must request a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction form included with the proxy materials. We encourage you to mark, sign, date, and mail the proxy card or voting instruction form and return it in the enclosed postage-paid envelope in time to be received before the date of the annual meeting.

•	If you received the proxy materials electronically via e-mail: You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions on the website provided in the e-mail notification.

5.	How can I change or revoke my vote after I have voted?

6.	How can I vote in person at the annual meeting?

7.	Will my vote be confidential? Who will count the vote?

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8.	What is the difference between a "stockholder of record" and a "beneficial" stockholder of shares held in street name?

9.	I am a beneficial stockholder. What happens if I do not provide voting instructions to my broker?

10.	What is a broker non-vote?

11.	What are the voting requirements to elect the directors and to approve each of the proposals?

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12.	What constitutes a quorum at the annual meeting?

13.	How can I attend the annual meeting?

•	Email: stockholder.services@gm.com;

•	Fax: 313-667-1426; or

•	Mail: GM Stockholder Services, Mail Code 482-C25-A36, P.O. Box 300, Detroit, Michigan 48265-3000.

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14.	Will there be a webcast of the annual meeting?

15.	Can I access proxy materials on the Internet instead of receiving paper copies?

16.	Why did I receive a Notice of Internet Availability of Proxy Materials in the mail?

17.	What is “householding” and how does it affect me?

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18.	How can nominees obtain proxy materials for beneficial owners?

19.	What proposals will be submitted at the 2016 annual meeting?

20.	How can I obtain the Company’s corporate governance information?

21.	How can I obtain a copy of the Company’s 2014 Annual Report on Form

22.	How can I review a list of stockholders entitled to vote at the annual meeting?

23.	When will the annual meeting voting results be announced?

24.	Who pays for this proxy solicitation and how much did it cost?

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•	Board membership criteria and the process for the selection of new directors;

•	Majority voting for directors and the related requirement that each incumbent director, before being considered for re-election, submit a written irrevocable resignation that would become effective if the director fails to receive a majority of the votes cast (excluding abstentions) in an uncontested election and if the Board chooses to accept the resignation;

•	Orientation program for new directors and continuing education for all directors;

•	Requirement that at least two-thirds of the Board be independent;

•	Limitation on the number of outside board memberships that can be held by any director;

•	Mandatory retirement for directors at age 72;

•	Prohibition against personal loans from the Company or its subsidiaries to directors and executive officers that would violate the Sarbanes-Oxley Act of 2002;

•	Requirement that non-management directors own stock and/or deferred share units, which must be retained until after retirement or otherwise leaving the Board;

•	Requirements for executive sessions of the Board attended by non-management and independent directors;

•	Role and responsibilities of the Chairman of the Board and Lead Director, if the Chairman is not independent;

•	Access by the Board and each of its Committees to independent advisors at the Company’s expense;

•	Annual self-evaluations of the Board and each of its Committees by directors;

•	Directors’ obligations to comply with the Company’s policies regarding ethics and conflicts of interest;

•	Confidentiality of Board materials, deliberations, and actions;

•	Directors’ unrestricted access to management;

•	Annual evaluation of the CEO by the Board; and

•	Board responsibility for CEO succession planning and oversight of management talent development and succession.

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•	Vehicle development safety and security;

•	Product quality;

•	Employee and other persons’ health and safety;

•	Company and vehicle cybersecurity;

•	Key intellectual property;

•	Supply chain, logistics, and country level operating risks;

•	Labor relations;

•	Crisis preparedness and disaster recovery capability; and

•	Other strategic operating risks identified in the Risk Report and subject to the Committee’s oversight and review.

•	The Audit Committee oversees risks associated with financial and accounting matters and the Company’s financial reporting and disclosure process. It also reviews the Company’s policies for risk assessment and risk management, including our major financial and accounting risk exposures and actions taken to mitigate

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•	The Compensation Committee ensures that GM’s executive compensation programs are designed to provide incentives that are consistent with the interests of GM’s stockholders but do not encourage senior executives to take excessive risks that threaten the value of the Company. It also considers risks related to executive recruitment, development, and retention;

•	The Governance Committee oversees risks that may arise in connection with the Company’s governance structure and processes, including Board structure and composition, director independence, and related party transactions;

•	The Finance Committee oversees risks associated with general economic conditions, financial instruments, financial policies and strategies, capital structure, and pension funding; and

•	The Public Policy Committee oversees risks that may arise in connection with social, and public policy issues that may affect the Company’s business operations, profitability, or reputation.

•	Their demonstrated global business and social perspective, leadership, and ability to exercise sound judgment;

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•	Any individual skills, expertise and experience that would complement or expand that of the current directors and enhance the diversity and effectiveness of the Board as a whole;

•	Their demonstrated commitment to the highest personal and professional ethical standards, integrity and values of the Company;

•	Their ability to take into account and balance the legitimate interests and concerns of all our stockholders and other stakeholders effectively, consistently, and appropriately in reaching decisions; and

•	Their ability and willingness to give sufficient time and attention to preparing for and participating fully in Board activities, including enhancing their knowledge of our Company and the global automotive industry.

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•	In uncontested elections, directors are elected by a majority of the votes cast; and

•	In contested elections, the plurality voting standard applies so that the Board vacancies are filled by the nominees who receive the most votes, regardless of whether they receive a majority of votes cast.

•	During the past three years, we have not employed the director, and have not employed (except in a non-executive capacity) any of his or her immediate family members;

•	During any twelve-month period within the last three years, the director has not received more than $120,000 in direct compensation from us other than director fees or other forms of deferred compensation. No immediate family members of the director have received any compensation other than for employment in a non-executive capacity;

•

Neither the director nor any immediate family member is a current partner of a firm that is our internal or external auditor; the director is not an employee of such a firm; the director does not have an immediate family member who is a current employee of such a firm and personally works on our audit; and neither the director nor any immediate family member was a partner or employee of such a firm and personally worked on our audit within the last three years;

•	During the past three years, neither the director nor any immediate family member has been part of an “interlocking directorate” in which one of our executive officers serves on the compensation committee (or its equivalent) of another company that employs the director; and

•	During the past three years, neither the director nor any immediate family member has been employed (except, in the case of family members, in a capacity other than as an executive officer) by one of our

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(1)	The Risk Committee was created by the Board on June 10, 2014.

(2)	Not standing for re-election to the Board at the 2015 annual meeting.

(3)	Ms. Gooden joined the Board on February 5, 2015 and was appointed to the Audit and Risk Committees on March 10, 2015.

(4)	Retiring from the Board effective as of the 2015 annual meeting, pursuant to the Board’s retirement age policy.

(5)	Appointed Chair of the Risk Committee on June 10, 2014.

(6)	Appointed Chair of the Finance Committee on June 10, 2014.

(7)	Mr. Solso, as non-executive Chairman of the Board, attends all meetings of Board Committees. However, he is not a member of any Committee, in order to focus on his leadership role.

(8)	Ms. Stephenson will replace Mr. Isdell as Chair of the Compensation Committee effective June 8, 2015.

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•	Fairly compensate directors for their responsibilities and time commitments;

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•	Attract and retain highly qualified directors by offering a compensation program consistent with those at companies having similar size, scope, and complexity;

•	Align the interests of directors with our stockholders by providing a significant portion of compensation in equity and requiring directors to own our Common Stock (or Common Stock equivalents); and

•	Provide compensation that is simple and transparent to stockholders.

•

An increase in the annual retainer for Board service from $200,000 to $250,000 with 50 percent (or $125,000) mandatorily deferred into Deferred Share Units. Under amendments to the Director Compensation Plan which became effective January 1, 2015, directors may elect to defer all or half of their remaining Board retainer (as previously provided under the plan) and any additional compensation (e.g., for serving as a Committee Chair or Chairman of the Board) into additional Deferred Share Units;

•	An increase in the additional retainer for the non-executive Chairman of the Board from $250,000 to $300,000;

•	An increase in the annual retainer for the Chair of the Compensation Committee from $10,000 to $20,000;

•	An increase in the annual retainer for the Chairs of the Governance Committee, the Finance Committee, the Public Policy Committee, and the Risk Committee from $10,000 to $15,000;

•	The overall annual retainer for the Chair of the Audit Committee was maintained at $30,000; and

•	The annual retainer for other members of the Audit Committee was eliminated.

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(1)

Includes annual retainer fees, Chair and Audit Committee fees, as well as Lead Director and non-executive Chairman of the Board fees. The totals in this column include amounts required or elected to be deferred under the Director Compensation Plan and converted into share units at the average daily closing price of our Common Stock for 2014 (and prorated as applicable for a director who has joined or retired from the Board during the calendar year) as disclosed in Table 2 below.

(2)	See Table 3 below for additional information.

(3)	Mr. Ashton joined the Board on August 11, 2014.

(4)	Mr. Bonderman and Dr. Telles departed from the Board on June 10, 2014.

(5)	Mr. Girsky, a former executive officer and senior advisor of the Company, has been a member of the Board since July 2009. His status as a non-employee director became effective July 1, 2014.

(6)	Mr. Krebs retired from the Board effective June 10, 2014.

(7)	Effective January 15, 2014, Ms. Russo stepped down from the role of Lead Director and Mr. Solso assumed the role of non-executive Chairman of the Board.

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(1)

The amounts in this column represent: (a) dividend equivalents that are reinvested in additional Deferred Share Units based on the market price of our Common Stock on the date the dividends are paid: and (b) for Mr. Davis, interest of $958 on fees for service on the board of directors of General Motors Corporation deferred in cash-based alternatives. We assumed the General Motors Corporation Compensation Plan for Non-Employee Directors, and it remains in place with respect to past deferrals of compensation to former directors of General Motors Corporation who are members of our Board. General Motors Corporation did not credit interest at above-market rates. In general, General Motors Corporation did not pay deferred amounts until January following the director’s retirement or separation from its board of directors. General Motors Corporation then paid those amounts, either in lump sum or in annual installments for up to ten years based on the director’s deferral election.

(2)	Includes incremental costs for Company vehicles, which are calculated based on the average monthly cost of providing vehicles to all directors, including lost sales opportunity and incentive costs, if any; insurance claims, if any; licensing and registration fees; and use taxes. Taxes related to imputed income are the responsibility of the director.

(3)

The amounts in this column represent: (a) the cost of premiums for providing personal accident insurance (annual premium cost of $120 is prorated, as applicable, for period of service); (b) for Mr. Girsky, total compensation earned as an employee of the Company through June 30, 2014 in the amount of $808,869. His compensation includes $300,000 in prorated base salary; severance payments of $475,000; employer contributions to tax-qualified savings and retirement benefit plans in the amount of $24,000; the aggregate incremental cost of drivers provided by the Company to various events in the amount of $7,262; premiums paid by the Company for Group Variable Universal Life (“GVUL”) insurance in the amount of $1,579; and the actuarial change in the present value of Mr. Girsky's pension in the amount of $1,028; and (c) for Mr. Solso, the aggregate incremental cost to the Company for personal use of charter aircraft en route to a Company meeting in the amount of $3,505. The aggregate incremental cost of charter aircraft usage is based

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•	Whether the terms of the related party transaction are fair to the Company and would apply on the same basis if the transaction did not involve a related party;

•	Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any;

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•	Whether the related party transaction would impair the independence of an otherwise independent director;

•	Whether the Company was notified about the related party transaction before its commencement, and if not, why pre-approval was not sought and whether subsequent ratification would be detrimental to the Company; and

•

Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer, or other related party, the direct or indirect nature of the director’s, executive officer’s, or other related party’s interest in the transaction, and the ongoing nature of any proposed relationship and any other factors the Governance Committee deems relevant.

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(1)	Deferred Share Units - Represents the unit equivalents of our Common Stock under the Director Compensation Plan described on page 27.

(2)	In addition, Mr. Girsky owns 106,343 vested and undelivered salary stock units acquired as part of his compensation during the period he was an employee of the Company. Salary stock units are denominated in stock units and will be delivered in cash or stock at his election pursuant to his delivery schedule.

(1)	Includes shares held directly by the executive officer as well as vested restricted stock, and excludes shares shown in the "Deferred Salary Stock Units" column.

(2)	Includes vested and undelivered salary stock units, which are denominated in stock units and will be delivered in cash or stock at the executive's election pursuant to their respective delivery schedules. The total includes Mr. Girsky's deferred salary stock units as described in footnote (2) of the above "Non-Employee Directors" table.

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(1)

Brock Fiduciary Services LLC (“Brock Fiduciary”) is an independent fiduciary and investment adviser to the VEBA Trust and pursuant to an Independent Fiduciary Agreement, dated August 8, 2011, between Brock Fiduciary and the VEBA Trust, Brock Fiduciary has been given the power to vote and dispose of any GM securities held by the VEBA Trust, including any of our Common Stock. The address of Brock Fiduciary is 622 Third Avenue, Floor 12, New York, NY 10017.

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•	Earning customers for life;

•	Growing our brands to inspire passion and loyalty;

•	Translating breakthrough technologies into vehicles and experiences that people love; and

•	Serving and improving the communities in which we live and work around the world.

•	Achieved year-over-year revenue growth, with 2014 revenue of $155.9 billion;

•	Achieved EBIT-Adjusted of $6.5 billion including recall-related expenses and $9.3 billion excluding recall-related expenses;

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(1)	Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Reports on Form 10-K filed with the SEC for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.

(2)	Excludes $2.8 billion of recall-related expenses.

•	Achieved Adjusted AFCF of $3.1 billion;

•	Earned a 15.4% ROIC including recall-related expenses and a 20.8% ROIC excluding recall-related expenses;

(1)	Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Reports on Form 10-K filed with the SEC for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.

(2)	Refer to Appendix A for a reconciliation of this non-GAAP measure to its most directly comparable GAAP measure.

(3)	The exclusion of recall-related expenses increased ROIC by 5.4 percentage points.

•	Returned $1.9 billion to stockholders by instituting and declaring quarterly dividends of $0.30 per share in 2014, and on April 13, 2015, the GM Board of Directors declared a 20 percent increase to our quarterly dividend to 36 cents per share; and

•	Ended the year with a negative 12% TSR.

(1)	Assumes dividends are reinvested in Common Stock

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(1)

Effective March 1, 2015, Michael P. Millikin stepped down from his position of Executive Vice President & General Counsel having previously announced his plans to retire from General Motors after 37 years of service. Mr. Millikin is serving as a Senior Advisor until his retirement date in July 2015 and will continue to provide consulting services to the Company through 2015. On January 15, 2014, Daniel F. Akerson stepped down as Chairman & CEO of General Motors and then served as a Senior Advisor until he left the Company in July 2014.

•	Base salary;

•	Short-term incentive plan;

•	Long-term performance stock units; and

•	Long-term restricted stock units.

•	Link individual and business performance to the long-term interests of our stockholders;

•	Maintain a critical line of sight between Company performance and individual rewards;

•	Support sound compensation policies and governance practices;

•	Mitigate business risk; and

•	Enhance our ability to attract, retain, and reward critical talent.

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(1)	When analyzing total direct compensation using benchmark data, Ms. Barra and Mr. Stevens were positioned below the median; Messrs. Ammann, Reuss, and Millikin were at the median; and Dr. Neumann was above the median, but in no case did the particular executive’s total direct compensation deviate significantly from the median.

(2)	The targeted total direct compensation for Dr. Neumann reflects the base salary and STIP in U.S. dollars based on exchange rates at the time of hire. Dr. Neumann receives a salary of €618,564 and an annual STIP target of €773,200.

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•	Investor return - The compensation paid should align directly with the long-term interests of our stockholders and our executives should share in the market performance of Common Stock with our investors;

•	Performance-based compensation - A substantial portion of total compensation should be performance based over a relevant performance period;

•	Avoidance of incentives to take excessive risk - The compensation structure should avoid incentives to take unnecessary and excessive risk (e.g., should be paid over a period of time that takes into account the potential risk over the same time period);

•	Appropriate allocation of compensation components - The structure should appropriately allocate total compensation to fixed and variable pay elements resulting in an appropriate mix of short- and long-term pay elements;

•	Comparable structures and payments - Compensation structures and amounts should be competitive with those paid to persons in similar positions at similarly situated companies; and

•	Employee contribution - Compensation should reflect the individual employee’s contributions.

•	Base Salary - NEOs received a base salary paid in cash that was permitted to exceed $500,000 per year only in limited and appropriate cases for which good cause was shown and approved by the Office of the Special Master of the UST (the "Special Master");

•

Salary Stock Units ("SSUs") - The majority of each NEO’s total annual compensation was generally comprised of SSUs the value of which was determined by the price of our Common Stock. The quarterly SSU grant was vested and non-forfeitable upon grant and began paying in equal installments over three years beginning on the first anniversary of the end of the quarter in which they were deemed to have been granted; and

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TARP RSUs - Per TARP executive compensation restrictions, not more than one-third of the total annual compensation was comprised of TARP RSUs, which were granted at the end of the performance period based on annual business and financial performance and capped at the predetermined target level set by the Special Master at the beginning of the annual performance period. The TARP RSUs featured time-based vesting and settled upon vesting with two-thirds vesting and settling after the second anniversary date of the grant, and one-third vesting and settling after the third anniversary date of the grant. Settlement was contingent upon TARP repayment. Except in the case of disability or death, the executive will forfeit any unvested TARP RSUs if he or she does not remain with the Company for the required period following the grant.

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•	Base Salary - NEOs are paid a market-competitive base salary that reflects each NEO's tenure, background, and contribution, as well as the knowledge and skills he or she brings to the role;

•

STIP - The STIP is an annual cash incentive plan. The STIP rewards each NEO based on the achievement of annual Company financial and operational performance goals and individual performance. Actual awards are determined based on the NEO’s target incentive award opportunity adjusted to reflect the Company’s achievement against performance measures (EBIT-Adjusted, Adjusted AFCF, Global Market Share, and Global Quality–all equally weighted) and further adjusted to reflect the final assessment of individual performance. The potential payout ranges from 0 to 200 percent of target, based on actual Company performance;

•

PSUs - PSUs are equity awards that are designed to align each NEO’s interests with the long-term interests of the Company and its stockholders. PSUs make up 75 percent of the overall equity grant to each NEO. PSUs can be earned at a level between 0 to 200 percent of target, based on the achievement of Company performance conditions relating to ROIC and Global Market Share over the three-year performance period beginning January 1, 2014. PSUs are awarded and delivered to each NEO following completion of the performance period; and

•	RSUs - RSUs are equity awards that make up 25 percent of the overall equity grant to each NEO. RSUs are time-based awards that vest ratably over a three-year period. This equity vehicle aligns the interests of NEOs with stockholders and helps to retain top talent.

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•	Large Fortune 100 companies (2013 annual revenue from $30.9 billion to $211.7 billion, with median revenue of $59.9 billion);

•	Complex, capital intensive business operations, including significant research and development, design, engineering, and manufacturing functions with large numbers of employees;

•	Global enterprises; and

•	Broad representation across several industries of companies that produce products rather than provide services.

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(1)	Dr. Neumann receives his base salary and STIP in Euros. Using the 2014 average exchange rate of €1 = $1.3291, his base salary was $822,133 and his STIP Target was $1,027,660.

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(1)

The 3-year average ROIC target is 20% and performance shall be calculated using the GM average annual ROIC for calendar years 2014, 2015, and 2016, where ROIC is calculated as Total Company EBIT-Adjusted divided by Average Total Company Net Assets.  EBIT-Adjusted is defined as earnings excluding interest income, interest expense and income taxes as well as certain additional adjustments.  A discussion of EBIT-Adjusted, supplemental detail of all adjustments, and a reconciliation of GM’s automotive segments’ EBIT-Adjusted and GM Financial earnings before taxes-adjusted to Income before income taxes is disclosed in Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.  Net Assets will be the four-quarter average for the year and will exclude all automotive income tax related accounts, automotive interest related accounts, fresh start accounting goodwill, automotive external debt (except capital leases) and automotive Pension and OPEB liabilities.

(2)	The 3-year average Global Market Share target range performance shall be calculated using the GM average annual global market share for calendar years 2014, 2015, and 2016 as reported by GM Global Sales Reporting and reflected in the Annual Reports on Form 10-K.

•	Mary T. Barra - Ms. Barra received an increase taking her base salary to $1,600,000 from $750,000 as a result of her promotion to Chief Executive Officer;

•	Charles K. Stevens, III - Mr. Stevens received an increase taking his base salary to $700,000 from $480,000 as a result of his promotion to Executive Vice President & Chief Financial Officer;

•	Daniel Ammann - Mr. Ammann received an increase taking his base salary to $1,000,000 from $750,000 as a result of his promotion to President;

•	Mark L. Reuss - Mr. Reuss received an increase taking his base salary to $850,000 from $750,000 as a result of his promotion to Executive Vice President, Global Product Development, Purchasing & Supply Chain;

•	Michael P. Millikin - Mr. Millikin received a competitive market adjustment taking his base salary to $700,000 from $495,000 based on a review of the benchmark data as the Company was no longer under TARP executive compensation restrictions imposed by the Special Master;

•	Karl-Thomas Neumann - Dr. Neumann did not receive a base salary increase in 2014; and

•	Daniel F. Akerson - Mr. Akerson did not receive a salary increase in 2014 as he announced his plans to retire from General Motors effective July 1, 2014.

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(1)	Global Quality measures for 2014 included: Customer Enthusiasm Index (10% Weight - Payout 50%), Loyalty (2.75% Weight - Payout 50%), 12 Months-In-Service Warranty Frequency (6.125% Weight - Payout 150%), and Warranty & Policy Expense (6.125% Weight - Payout 0%).

(1)	Dr. Neumann receives his base salary and STIP in Euros. Using the 2014 average exchange rate of €1 = $1.3291 his base salary was $822,133 and his STIP Target was $1,027,660. The final STIP award was $640,583 converted on date of payment using an exchange rate of €1 = $1.1195.

(2)	Mr. Akerson received a STIP award based on six months of service with the Company in 2014.

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(1)	NEOs who received TARP RSUs forfeited 25% of the TARP-related RSU grants as a result of the UST's sale of its remaining shares of Common Stock. Accordingly, 25% of the TARP-related grants awarded in 2014 for 2013 performance were subsequently forfeited for Ms. Barra (12,504 units), Mr. Ammann (12,504 units), and Mr. Reuss (11,075 units).

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Mark L. Reuss - Mr. Reuss received a retention award of 57,160 RSUs with a grant date market value of $2,012,032. The retention of Mr. Reuss is important as he oversees our Global Product Development, Purchasing & Supply Chain functions, which are significant to the success of General Motors. Retaining his knowledge and product experience during our leadership transition is critical as we redesign, develop, and launch key products in our portfolio over the next few years. The award for Mr. Reuss vests on the third anniversary of the grant date.

•

Michael P. Millikin - Mr. Millikin received a retention award of 58,191 RSUs with a grant date market value of $2,002,934. Mr. Millikin received the award to help ensure his continued employment through the end of 2014. Retaining Mr. Millikin’s expertise and counsel during the period of leadership team transition was critical to the Company’s overall operations given his extensive GM experience and expertise in both domestic and international operations. The award for Mr. Millikin vested on December 31, 2014.

•

Karl-Thomas Neumann - Dr. Neumann received a retention award of 27,587 RSUs with a grant date market value of $1,001,684. Dr. Neumann’s extensive background in the European automotive market has been instrumental in the significant progress he has made against long-term goals that will return the Opel Group to profitability. Retaining Dr. Neumann to continue in his leadership role is critical to the Company’s overall success. The award for Dr. Neumann vests on the third anniversary of the grant date.

•

Personal Air Travel - Ms. Barra is prohibited by Company policy from commercial travel due to security-related reasons identified by an independent third-party security consultant. As a result, the Company pays the costs associated with the use of chartered aircraft for both business and domestic personal use. Ms. Barra is permitted guests for personal travel and she is charged imputed income for all passengers including herself at the U.S. Internal Revenue Service (the "IRS") Standard

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•	Company Vehicle Programs - NEOs are eligible to participate in the Executive Company Vehicle Program and allowed to use evaluation vehicles on which they give product feedback about our products. Additionally, NEOs are eligible to use chauffeuring services provided by the Company pursuant to Company policies.

•	Financial Counseling - NEOs are eligible to receive financial counseling and estate planning services through approved providers.

•	Retirement Benefits - NEOs are eligible to participate in non-qualified supplemental retirement plans.

(1)	Dr. Neumann’s stock ownership requirement was determined using this salary of €618,564 and converted using the 12-month trailing exchange rate on July 1, 2014 of €1 = $1.3578.

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(1)

Titles in the table reflect the NEO's positions as of December 31, 2014. On January 15, 2014, Mr. Akerson stepped down from his position as Chairman & CEO and then served as a Senior Advisor until he left the Company in July 2014. Ms. Barra was named CEO, replacing Mr. Akerson. At the same time, Mr. Ammann was appointed President and Mr. Stevens replaced Mr. Ammann as Executive Vice President & Chief Financial Officer.

(2)	Messrs. Stevens, Reuss, and Millikin were not NEOs in 2012 or 2013, and Dr. Neumann was not a NEO in 2012.

(3)	Dr. Neumann’s salary, which is paid in Euros, has been converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2014 to December 31, 2014 during which compensation was earned €1 = $1.3291.

(4)	Stock awards display the grant date fair market value and include TARP RSUs, RSUs, and PSUs at target. The maximum award for PSUs for the 2014 - 2016 performance period is 200% of grant, the value at the time of grant was $36.12 per share. The table below shows the maximum PSU grant and value based on the grant date value of $36.12 per share. Mr. Akerson did not receive any equity awards in 2014.

(5)	Each NEO was eligible for a payment under the STIP for 2014 performance. Based on Company performance each NEO received 74% of target. Mr. Akerson received a pro-rata STIP award for 2014. The payment for Dr. Neumann was made in Euros and converted using the exchange rate on the date of payment (February 27, 2015) which was €1 = $1.1195.

(6)	These amounts represent the actuarial change in the present value of the executive's accrued benefit for 2014 attributed to year-over-year variances in applicable discount rates, lump sum interest rate, mortality rates, and employer contributions to tax-qualified

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(7)	Totals for amounts included as “All Other Compensation” are described in the table below.

(8)

Mr. Ammann and Mr. Akerson were eligible to participate only in qualified and non-qualified defined contribution plans offered by the Company based on their hire dates. As such, the 2012 and 2013 amounts previously under “change in pension value” have been adjusted to $0 and the total compensation decreased for Mr. Ammann in the amount of $1,844 in 2013 and $799 in 2012. The total compensation for Mr. Akerson decreased $2,883 in 2013, the 2012 amount for Mr. Akerson remained unchanged.

(1)	See Perquisites and Other Personal Benefits table below for additional information.

(2)	Includes employer contributions to tax-qualified savings and retirement plans during 2014 in addition to employer contributions for non-qualified savings and retirement plans for NEOs during 2014.

(3)

Includes premiums paid by the Company for GVUL insurance for executives. Employees are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. Amounts also include the Company's cost of premiums for providing personal accident insurance for members of the Board for Ms. Barra and Mr. Akerson, and executive physical evaluations for Dr. Neumann under the plan for Opel Management Board members.

(4)	Totals for Ms. Barra and Mr. Akerson include incremental costs for event tickets. Totals for Mr. Ammann include $65,084 for relocation costs incurred in 2014.

(5)	Totals for Dr. Neumann were converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2014 to December 31, 2014 during which compensation was earned €1 = $1.3291.

(1)	Ms. Barra had $189,936 attributed to the use of charter aircraft for personal travel. Mr. Ammann had $68,250 attributed to the use of charter aircraft for personal travel, including a portion for his relocation. Additionally, Mr. Ammann had $22,537 in commercial air travel during his relocation to Detroit. Mr. Akerson has $51,300 attributed to the use of charter aircraft for personal travel.

(2)	Amounts include the actual costs of residential security systems maintenance and monitoring for Ms. Barra.

(3)

Company vehicle programs include the incremental cost of cars and drivers provided by the Company for various events and incremental costs to maintain the Executive Company Vehicle Program fleet. Participants in the program evaluate the vehicles they drive, thus providing feedback about our products. Participants are charged imputed income based on the value of the vehicle they choose to drive. Taxes assessed on imputed income are the responsibility of the participant. Mr. Akerson's vehicle was provided under the provisions of the vehicle program for the Board and is described on page 29.

(4)	Costs associated with financial counseling and estate planning services with approved providers. The amount for Mr. Reuss includes additional advisory services in connection with previous international assignments.

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(1)

Pursuant to the terms of the 2009 LTIP, the value used to determine the number of all RSUs granted on February 13, 2014 was $34.99 based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($35.20) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements in our 2014 Annual Report on Form 10-K. Dr. Neumann’s RSUs were granted on February 18, 2014 based on the high and low trading price of Common Stock on the NYSE on the grant date ($36.25). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($36.31). Mr. Millikin’s RSUs were granted on March 31, 2014 based on the high and low trading price of Common Stock on the NYSE on the grant date ($34.37). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($34.42) consistent with accounting practices noted above. All other grants were made under the 2014 LTIP and used the grant date fair value, based on the closing price, to determine shares.

(2)	Dr. Neumann’s target STIP amount was converted from Euros to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2014 to December 31, 2014 during which compensation was earned, €1 = $1.3291.

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(1)	The awards are valued based on the closing price of Common Stock on the NYSE on December 31, 2014 which was $34.91.

(2)	All NEOs who received TARP RSUs forfeited 25% of the of the TARP related RSU grants as a result of the UST's sale of its remaining shares of Common Stock. Accordingly, 25% of the TARP related grants awarded in 2014 for 2013 performance were subsequently forfeited as follows for Ms. Barra (12,504), Mr. Ammann (12,504), and Mr. Reuss (11,075).

(3)	Includes RSU awards.

(4)	Includes PSUs and TARP RSU awards.

(1)	We do not currently have stock options.

(2)	We computed the aggregate dollar value realized on vesting by multiplying the number of shares of stock vested by the closing price of Common Stock on the NYSE on the vesting date.

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(1)	Eligible service recognizes credited service under the frozen qualified SRP, in addition to future service to determine retirement eligibility.

(2)

The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of payment. For SRP and ERP benefits, the present value represents the value of the benefit payable at age 60 (or immediately if over age 60). Benefits and present values reflect the provisions of the SRP and ERP as of December 31, 2014. Present values shown here are based on the mortality and discount rate assumptions used in the December 31, 2014 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 715, “Compensation-Retirement Benefits” except

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(3)

The present value of the Opel benefit represents the value of the benefit accrued through December 31, 2014 and payable at age 63. The benefit and present value reflect the provisions of the Opel plan as of December 31, 2014. The present value shown here is based on the mortality and discount rate assumptions used in the December 31, 2014 FASB ASC Section 715, “Compensation-Retirement Benefits” except where needed to meet proxy statement requirements. The discount rate used for the Opel plan is 2.6 percent for calculations as of December 31, 2014.

(4)	Mr. Ammann and Mr. Akerson are only eligible to participate in qualified and non-qualified defined contribution plans offered by the Company.

(1)	No SSUs were granted in 2014, as the Company was no longer under TARP.

(2)	Earnings that may be included in the “Aggregate Earnings in the Last Fiscal Year” column are not reported in the “Change in Pension Value and Non-qualified Deferred Compensation” totals and footnote 6 included in the “2014 Summary Compensation Table” on page 52, because we do not pay above-market earnings on U.S. deferred compensation.

(3)	Payments of SSUs granted on various dates and at various share prices were made to each of the NEOs pursuant to TARP restrictions.

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Voluntary Separation or Termination for Cause - A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A termination for cause occurs where an executive is dismissed from employment by the Company for cause which is considered to include, but is not limited to, the executive’s gross negligence, willful misconduct, or violation of state or federal securities laws. Under each of these scenarios, executives generally forfeit all outstanding equity awards and are not eligible for any award or payment under the STIP. Full career status voluntary separations receive different treatment as discussed below.

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Mutual Separation - A mutual separation occurs when the Company and an executive agree to mutually end the employment relationship, reflected in a mutually agreed separation agreement or program. Under a mutual separation, an executive may be eligible to receive severance pay from the Company. An executive will forfeit all outstanding equity awards and will not be eligible for any award or payment under the STIP if the executive enters into a mutual separation with the Company.

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Full Career Status Retirement - A full career status retirement occurs when an executive reaches the age of 55 with ten or more years of continuous service or age 62 or older and the executive voluntarily separates from the Company. If an executive enters into a separation or severance agreement, they cannot also elect full career status retirement. In the event of full career status retirement, the executive is generally eligible for a prorated STIP award based on months of active service in the performance year as of their termination date and once final performance has been determined. RSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of termination. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with their vesting schedule. PSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of termination and will be adjusted for final corporate performance against the performance measures contained in the awards; such awards will be payable following approval of such performance. PSUs granted more than one year prior to the date of retirement will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and be settled following approval of such performance. As of December 31, 2014, only Messrs. Stevens and Millikin were eligible for full career status retirement. Mr. Akerson retired on July 1, 2014.

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Disability - Disability occurs when an executive terminates employment by reason of their inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Executives are eligible for a full-year STIP award related to the year in which termination occurs once final performance has been determined. Unvested RSUs and TARP RSUs continue to vest according to their vesting schedule. Unvested PSUs vest immediately upon such termination and will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and be settled following approval of such performance.

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Death - Following the death of an executive, the beneficiary of the executive will be eligible to receive the target STIP award subject to adjustment for final corporate and individual performance following determination of the final award. RSUs immediately vest in full and are settled within 90 days of death. PSUs vest immediately upon death, and will remain outstanding until the end of the performance period at which time they will be adjusted for final corporate performance and be settled following approval of such performance. TARP RSUs are prorated for months of active service and settled as soon as possible.

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Change in Control - In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the GM Executive Severance Program that provides an executive salary continuation based on service with the Company. Executives are also eligible for a STIP award prorated at target based on months of active service in the performance year as of their termination date and the STIP award for the prior year, if such award has been determined but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. TARP RSU awards are not subject to change in control provisions and unvested awards are forfeited.

(1)

Cash amounts shown for Mutual Separation are payable under the GM Mutual Separation Policy. The cash payment is equal to 50% of each NEO’s monthly base salary for each year of service (maximum payment is equal to 10 months of pay). Cash amounts shown for Change in Control with Termination are payable under the GM Executive Severance Program. The cash payment is equal to 50% of each NEO’s monthly base salary for each year of service (maximum payment is equal to 12 months of pay). There are no cash payments due upon Full Career Status Retirement, Disability, or Death.

(2)

STIP amounts shown are payable under the 2014 Short-Term Incentive Plan. STIP values shown for Full Career Status Retirement, Disability and Death are based on the actual full-year performance at the overall corporate achievement. STIP amounts shown for Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or Termination for Cause and Mutual Separation.

(3)	LTIP amounts reflect the value of unvested RSU and PSU awards that vest upon termination. The value of the awards is based on GM’s closing stock price on December 31, 2014 of $34.91.

(4)	Per the terms of Dr. Neumann’s employment agreement, he would be eligible to receive €614,000 payable in the event of a disability and €154,000 payable in the event of a death as part of the insurance plan provided to Opel Management Board Members.

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(5)	Mr. Akerson retired on July 1, 2014 and the table reflects only a termination based on his retirement on that date.

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•	Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of non-management directors, and advising the Chairman of any actions taken;

•	Calling executive sessions of the non-management and independent directors;

•	Developing agendas for executive sessions of the Board in consultation with the Chairman and other Board members;

•	Leading the non-management directors in the annual evaluation of the performance of the CEO and communicating that evaluation to him or her;

•	Approving Board meeting agendas and related materials recommended by the Chairman;

•	Approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•	Serving as liaison between non-management directors and the Chairman, as necessary; and

•	Being available, if requested by major stockholders, for consultation and communication.

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