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Motors Liquidation Co · 10-K405 · For 12/31/94 · EX-10.(B)

Filed On 3/13/95 · SEC File 1-00143 · Accession Number 950124-95-665

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/13/95  General Motors Corp               10-K405    12/31/94   11:453                                    Bowne of Detroit...01/FA

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [X] Reg. S-K Item 405                93    448K 
 2: EX-10.(A)   Material Contract                                    123    226K 
 3: EX-10.(B)   Material Contract                                    162    326K 
 4: EX-11       Statement re: Computation of Earnings Per Share        3     18K 
 5: EX-12       Statement re: Computation of Ratios                    1      9K 
 6: EX-18       Letter re: Change in Accounting Principles             1      8K 
 7: EX-21       Subsidiaries of the Registrant                         9     53K 
 8: EX-23       Consent of Experts or Counsel                          2±    10K 
 9: EX-27       Financial Data Schedule                                1      8K 
10: EX-99.(A)   Miscellaneous Exhibit                                 26    115K 
11: EX-99.(B)   Miscellaneous Exhibit                                 32    154K

EX-10.(B) · Material Contract
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Credited Service Deferred Retirement Eligibility for Retirement Surviving Spouse Benefits
1	1st Page - Filing Submission
3	Credited Service
"	Deferred Retirement
7	Surviving Spouse Benefits
11	Eligibility for Retirement

EX-10.(B) 1st Page of 162 TOC Top Previous Next Bottom Just 1st
 






                                                                   EXHIBIT 10(b)

GENERAL MOTORS CORPORATION

GENERAL MOTORS RETIREMENT PROGRAM 
FOR SALARIED EMPLOYES 

(AS AMENDED EFFECTIVE OCTOBER 1, 1990 
 WITH MODIFICATIONS THROUGH APRIL 1, 1991)

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TABLE OF CONTENTS 

                                                                [Download Table]


                                                                        PAGE NO.
                                                                                
Index to Program                                                           (ii) 

Eligibility for Retirement                                                   2  

Part A -- Non-Contributory Benefits                                          5  

         Article I -   Benefit Amounts                                       5  

         Article II -  Credited Service (Applicable to Benefits Under           
                       Part A and Supplementary Benefits Under Part B)      41  

         Article III - Retention of Deferred Retirement                         
                       Benefit if Separated                                 56  

Part B -- Contributory Benefits                                             59  

         Article I -   Provisions Relating to Primary Benefits                  
                       and Supplementary Benefits                           59  

         Article II -  Provisions Relating Specifically to                      
                       Primary Benefits                                     77  

         Article III - Provisions Relating Specifically to                      
                       Supplementary Benefits                               83  

General Provisions                                                          85  

Appendix A - Designated Foundry Jobs                                       147  

Appendix B - Designated Asbestos Jobs                                      151  

Appendix C - Benefit Rates and Formula for                                      
             GM Salaried Employes in Puerto Rico                           152  


(i) 

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INDEX TO
GENERAL MOTORS RETIREMENT PROGRAM FOR SALARIED EMPLOYES 

                                                                [Download Table]


                                                                      PAGE NO.

                                                                              

Eligibility for Retirement                                                 2-4

                      PART A -- NON-CONTRIBUTORY BENEFITS                     

Basic Benefit, Applicable to:                                                 
         Benefits Commencing Prior to October 1, 1990                    33-40
         Deferred Retirement                                             56-58
         Early Retirement                                                 7-10
         Normal Retirement                                                5, 6
         Total and Permanent Disability Retirement                          10

Basic Benefit Amounts                                                        5

Benefit Class Codes                                                          6

Credited Service:                                                             
         Asbestos Service                                              55, 151
         Compensable Disability Leave                                       51
         Duplication                                                        51
         ERISA Service                                                   52-55
         Flexible Service                                               46, 86
         Foreign Service                                                50, 51
         Foundry Service                                           52, 147-150
         General                                                        41, 42
         Hourly Service                                                     50
         Layoff                                                         44, 45
         Length of Service                                                  46
         Loss of                                                        47, 48
         Military Leave                                                     43
         Noncompensable Disability Leave                                    44
         Prior to October 1, 1950                                           42
         Reinstatement                                                  48, 49
         Subsequent to October 1, 1950                                   43-46
         Temporary Employment                                           51, 86

Deferred Retirement:                                                          
         Benefits, Determination of                                      56-57
         Effective Date                                                     58
         Eligibility                                                        56
         Minimum Vesting Standards -- ERISA                              52-55

Pre-Retirement Survivor Coverage -- REA:                                      
         Benefits, Determination of                                      20-22
         Duration                                                           20
         Effective Date                                                     21
         Eligibility                                                    20, 22
         Spousal Consent                                                    21


(ii)

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INDEX - CONT'D. 

                                                                [Download Table]

                                                                        PAGE NO.

                                                                                
Qualified Domestic Relations Order                                6, 12, 14, 19,
                                                                 21, 24, 58, 100

Reemployment                                                      48, 65, 94, 95

         Retirement, Automatic for Bona Fide Executive:                         
         Benefits, Determination of                                        5, 10
         Benefits, Payment of                                              93-98
         Eligibility                                                           2

Retirement, Early:                                                              
         Benefits, Determination of                                         7-10
         Benefits, Payment of                                              93-98
         Benefits, Redetermination of Basic                                    8
         Discharge For Cause                                              10, 26
         Eligibility                                                           3
         Reductions for Age                                                  7-9

Retirement, Normal:                                                             
         Benefits, Determination of                                            5
         Benefits, Payment of                                              93-98
         Eligibility                                                           3

Retirement, Total and Permanent Disability:                                     
         Benefits, Determination of                                       10, 11
         Benefits, Payment of                                              93-98
         Disability, Determination of                                         11
         Eligibility                                                           4
         Recovery From                                                    12, 48

Special Benefit                                                           31, 32

Supplement, Age-Service                                                       40

Supplement, Early Retirement:                                                   
         Benefits, Determination of                                        26-30
         Earnings Limitation                                              29, 30
         Eligibility                                                          26
         Limitation of 70% of Final Pay                                       30
         Payment of                                                        93-98
         Penalty Against                                                      29
         Recovery if Overpaid                                                 30
         Redetermined if Commenced Prior to October 1, 1990                   37


(iii) 

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INDEX - CONT'D. 

                                                                [Download Table]


                                                                        PAGE NO.
                                                                                
Supplement, Interim:                                                            
         Benefits, Determination of                                      28-33  
         Earnings Limitation                                            29, 30  
         Eligibility                                                    27, 28  
         Employes Retired Prior to October 1, 1990                          38  
         Limitation of 70% of Final Pay                                     30  
         Payment of                                                      93-98  
         Penalty Against                                                    29  
         Recovery if Overpaid                                               30  

Supplement, Lifetime                                                        40  

Surviving Spouse Benefits (Post-Retirement):                                    
         After Employe's Retirement                                      12-19  
         Automatic Election                                             12, 13  
         Cancellation Because of Death or Divorce                       12, 13  
         Effective Date                                                     13  
         Election to Receive Full Amount of Future Increases                39  
         Joint and Survivor for Disability -- ERISA                      16-19  
         Joint and Survivor Option                                       23-26  
         Reduction of Basic Benefit                                         14  
         Special Survivor Option                                        38, 39  
         Spousal Consent                                                    17  
         Upon Marriage or Remarriage                                    39, 40  

Surviving Spouse Benefits (Pre-Retirement):                                     
         Before Employe's Retirement                                 15, 20-22  
         Cancellation Because of Divorce                                    21  
         Effective Date                                                 14, 21  
         Reduction of Basic Benefit                                     14, 22  
         Spousal Consent                                                    21  

Temporary Benefits Applicable to:                                               
         Benefits Commencing Prior to October 1, 1990                   35, 36  
         Benefits Commencing On or After October 1, 1990                10, 11  

Treatment of Certain Employes Under Limited Early Retirement                    
         and Prior Program Provisions                                  112-114  

Vesting (See "Deferred Retirement")                                             

Widow's Benefits (See "Surviving Spouse Benefits")                              


(iv)

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INDEX - CONT'D. 

PART B -- CONTRIBUTORY BENEFITS 

                                                                [Download Table]


                                                                       PAGE NO.
                                                                               
Contributions:                                                                 
         Amount of Employe Contributions                                     66
         Annuities                                                     103, 105
         Corporation Contributions                                     101, 102
         During Temporary Absence                                        79, 80
         Employes in Puerto Rico                                            109
         Interest Credits                                                    81
         Limitation on Years of Employe Contributions                        66
         Retirement Under Hourly-Rate Pension Plan                           82
         Separation From Service Prior to Age 60                         77, 78
         While on Layoff                                                 79, 80
         Withdrawal of Contributions                                     66, 67

Credited Service                                                         59, 60

Death Benefits:                                                                
         Death of Employe At or After Retirement                         73, 74
         Death of Employe Prior to Retirement                                73

Deferred Retirement:                                                           
         Eligibility                                                     56, 83
         If Reemployed                                                       49
         Minimum Vesting Standards -- ERISA                               52-55
         Retention of Primary Benefits if Separated                          77
         Retention of Supplementary Benefits if Separated                    83

Optional Forms of Retirement Benefits:                                         
         Joint and Survivor Option                                           68
         Surviving Spouse Coverage                                        68-72

Primary Benefits:                                                              
         Benefits Commencing Prior to October 1, 1990                     74-76
         Benefits, Determination of                                          61
         Benefits, Payment of                                             93-98
         Continuous Service                                              90, 91
         Contributions                                                   66, 67
         Eligibility                                                         59
         Retirement Under Electronic Data Systems (EDS)                        
           Pension Plan                                             83, 126-129
         Retirement Under Hourly-Rate Pension Plan                           82
         Separation From Service Prior to Age 60                         77, 78

Qualified Domestic Relations Order                               71, 73 74, 100

(v) 

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INDEX - CONT'D. 

                                                                [Download Table]

                                                                        PAGE NO.

                                                                                
Retirement, Automatic for Bona Fide Executive:                                  
         Benefits, Determination of                                           61
         Benefits, Payment of                                              93-98
         Eligibility                                                           2

Retirement, Early:                                                              
         Benefits, Determination of                                        62-64
         Benefits, Payment of                                              93-98
         Eligibility                                                           3
         Reductions for Age                                                62-64

Retirement, Normal:                                                             
         Benefits, Determination of                                           61
         Benefits, Payment of                                              93-98
         Eligibility                                                           3

Retirement, Total and Permanent Disability:                                     
         Benefits, Determination of                                           64
         Benefits, Payment of                                              93-98
         Disability, Determination of                                         11
         Eligibility                                                           4

Supplementary Benefits:                                                         
         Benefits Commencing Prior to October 1, 1990                      74-76
         Benefits, Determination of                                           62
         Benefits, Payment of                                              93-98
         Eligibility                                                       59-61
         Retirement Under Electronic Data Systems (EDS)                         
           Pension Plan                                              84, 126-129
         Retirement Under Hourly-Rate Pension Plan                            84

Surviving Spouse Benefits:                                                      
         Before Employe's Retirement                                       69-72
         Benefits, Determination of                                           69
         Cancellation Because of Death or Divorce                         70, 71
         Duration of Option                                               71, 72
         Effective Date                                                       71
         General Provisions                                                   70
         Optional Forms of Benefits                                       67, 68

Treatment of Certain Employes Under Limited Early Retirement                    
         and Prior Program Provisions                                    112-114

Vesting (See "Deferred Retirement")                                             

Widow's Benefits (See "Surviving Spouse Benefits")                              

(vi)  

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INDEX - CONT'D. 

GENERAL PROVISIONS

(APPLICABLE TO PART A AND PART B) 

                                                                [Download Table]

                                                                       PAGE NO. 

                                                                                
AC Rochester Products Division, Treatment of Certain Employes of        123, 124

Actuarial Value, Definition of                                                92

Amendment, Provision for                                                     104

Annual Earnings Base                                                         111

Annual Limitation (Internal Revenue Code 415)                            134-139

Appeal Procedure for Denied Claims                                           133

Assignments and Loans                                                    99, 100

Average Monthly Base Salary, Definition of                                88, 89

Base Salary, Definition of                                                    88

Commission Employes                                                 85, 110, 111

Continuous Service, Definition of                                         90, 91

Corporation Contributions                                               101, 102

Definitions, Program                                                       85-92

Delco Electronics Division, Treatment of Certain Employes of                 117

Detroit Diesel Allison Division, Treatment of Certain Employes of       122, 123

Electronic Data Systems (EDS), Treatment of Certain Employes of          126-130

Employes, Definition of                                                    85-87

Federal Income Tax Withholding                                               100

Federal Social Security Benefit, Definition of                            91, 92

Foreign Service, U.S. Employes In                                             85

Funding Requirements -- ERISA                                                102

Gender, Definition of                                                         92

General Motors Institute, Treatment of Certain Employes of              116, 117

GM Balance Engineering Operation, Treatment of Certain Employes of      118, 119

GM Building Division/New York, Treatment of Certain Employes of         115, 116

(vii) 

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INDEX - CONT'D. 

                                                                [Download Table]
                                                                        PAGE NO.

                                                                                
GM Fanuc Robotics Corporation, Treatment of Certain Employes of             118 

GM Industrial Cleaning Technology Center,                                       
  Treatment of Certain Employes of                                          120 

Government Employment, Treatment of Employes Returning From            131, 132 

Health Care Coverages                                                       100 

Hughes Aircraft, Treatment of Certain Employes of                           130 

Hydra-Matic Division (Muncie Plant), Treatment of Certain Employes of       125 

Income Protection Plan                                                       96 

Life Insurance                                                              100 

Marketing Educational Services Activity, Treatment of                           
  Certain Employes of                                                       121 

Named Fiduciary -- ERISA                                                    133 

Normal Retirement Age, Definition of                                         92 

Overpayments, Repayment of                                                  100 

Plan Administrator                                                          133 

President's Executive Interchange Program                                   131 

Program, Termination of                                                 104-107 

Retirement Payments:                                                            
         Conversion of Deferred Vested Benefits to Lump Sum              97, 98 
         Employment Beyond Age 70-1/2                                    96, 97 
         Reemployment by Corporation                                     94, 95 
         To Persons Other Than Retirees                                  96, 99 

Saginaw Division's Actuator Products Group,                                     
         Treatment of Certain Employes of                                   119 

Salaried Employes Transferred to Hourly Rolls                               132 

Separate Plans for Employes Who Are Employed Outside U.S                     75 

State Income Tax Withholding                                                100 

Terex Division, Treatment of Certain Employes of                            115 

Top-Heavy Plan (Internal Revenue Code 416)                              139-145 

Truck & Bus Group, Treatment of Certain Employes of                    120, 121 

Workers Compensation, Deductions for Receipt of                              99 

(viii)

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GENERAL MOTORS RETIREMENT PROGRAM 
FOR SALARIED EMPLOYES 

The General Motors Retirement Program for Salaried Employes provides            
non-contributory benefits, as described in Part A, which are applicable to all  
salaried employes.  The Program also provides benefits, as described in Part B, 
which are available to employes who contribute under the Program while          
eligible.  Provisions applicable to both Part A and Part B, including certain   
defined terms used throughout the Program, are included in the General          
Provisions which immediately follow Part B.                                     

Except as expressly provided in Sections 7, 8 and 9 of Article I of Part A,     
Section 7 of Article I of Part B, and Sections 2 and 7 of General Provisions,   
the provisions set forth in this Program are applicable only to employes who    
retire with benefits payable commencing on or after September 18, 1990, or who  
have credited service on or after October 1, 1990.  Employes retired with       
benefits payable commencing prior to September 18, 1990 or who lost credited    
service prior to October 1, 1990, or eligible surviving spouses, contingent     
annuitants and beneficiaries of such employes, shall be entitled to the         
benefits, if any, under the Program as it existed immediately prior to the      
amendments which became effective as of September 18, 1990.                     

Notwithstanding the paragraph immediately above, the surviving spouse of any    
employe who died after September 17, 1990 and prior to October 1, 1990, who is  
otherwise eligible for monthly benefits under this Program, shall be considered 
entitled to monthly benefits pursuant to Section 5 of Article I of Part A and,  
if applicable, Section 5 of Article I of Part B; and any such employe shall be  
considered eligible for credited service under Article II of Part A.            

1   

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Sect. 1                                                                         

ELIGIBILITY FOR RETIREMENT

Any separation from service, other than by death, will be considered, for       
purposes of this Program, as a retirement if the separation occurs:             

 (a)     (1)      at or after age 55 and prior to age 60 and the
                        employe has 10 or more years of credited service, or

               (2)      prior to age 55 and the employe has 30 or more years
                       of credited service, and the employe's date of hire
is prior to January 1, 1988,

                except that an employe to whom this subsection (a) applies who
                is separated in a layoff classification will not be considered
a retirement until he loses credited service, 

(b)     at age 60 or over, or                                 

       (c)     prior to age 65 because of total and permanent disability and
        the employe is eligible to receive total and permanent
disability benefits under Part A.             

SECTION 1.   AUTOMATIC RETIREMENT FOR BONA FIDE EXECUTIVE AT AGE 65             

An employe shall be retired automatically on the first day of the month         
coinciding with or next following the employe's attaining age 65 if that        
employe is, for the 2-year period immediately before retirement, employed in a  
bona fide executive or high policy-making position and whose annual retirement  
benefits attributable to Corporation contributions under this Program shall     
equal or exceed $44,000.                                                        

Such employe may continue in service beyond automatic retirement age only upon  
invitation of the Corporation.  This invitation requires action by the          
Committee of the Board of Directors having jurisdiction over the activity by    
which the employe is employed, or by the Board of Directors if the employe is a 
member of the Board of Directors.  Such invitation to continue work shall not   
be for a period of more than one year at a time.                                

2   

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                                                                         Sect. 2

SECTION 2.   NORMAL RETIREMENT AT OR AFTER AGE 65                               

    An employe may retire at or after age 65 with one or more years of
credited service.                                             

SECTION 3.   RETIREMENT BETWEEN AGES 60 AND 65                                  

       An employe may retire voluntarily at or after age 60 and prior to age
65.                                                           

SECTION 4.   RETIREMENT PRIOR TO AGE 60                                         

     (a)     An employe who has 10 or more years of credited service and
      who is separated from service at or after age 55 and
              prior to age 60 for any reason other than death or total and
                permanent disability, shall be entitled to retirement benefits
           determined under the provisions of this Program which are
   applicable to an employe who retires voluntarily.

(b)     An employe who (i) is hired prior to January 1, 1988, 
             (ii) has 30 or more years of credited service, and (iii) is
     separated from service prior to age 55 for a neason
              other than death or total and permanent disability, shall be
                 entitled to retirement benefits determined under the provisions
                 of this Program which are applicable to an employee who retires
voluntarily.                                  

3 

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Sect. 5                                                                         

SECTION 5.   RETIREMENT PRIOR TO AGE 65 DUE TO TOTAL                            
AND PERMANENT DISABILITY                              

        An employe who has 10 or more years of credited service may be retired
       prior to age 65 for total and permanent disability.  An employe shall
        be deemed to be totally and permanently disabled only if (i) he is not
 engaged in regular employment or occupation for remuneration or
profit, and (ii) on the basis of medical evidence satisfactory
      to the Corporation the employe is found to be wholly and permanently
      prevented from engaging in regular employment or occupation with the
      Corporation at the location where he last worked for remuneration or
        profit as a result of bodily injury or disease, either occupational or
      non-occupational in cause, but excluding disabilities resulting from
       service in the armed forces of any country unless the employe becomes
      totally and permanently disabled after he has accumulated at least 5
        years of credited service following his separation from service in the
armed forces.                                                 

SECTION 6.   RETIREMENT UNDER SECTION 11 OF THE GENERAL PROVISIONS              

        An employe who has 10 or more years of credited service may be retired
 prior to age 62 under provisions set forth in Section 11 of the
General Provisions of this Program.                           

SECTION 7.   EMPLOYES NOT IN ACTIVE SERVICE                                     

      The absence of an employe (or former employe) from active service at
        the time such employe would be (or would have been) eligible to retire
        under the Program shall not preclude such employe's retirement without
   return to active service, provided that there has been no loss of
credited service.                                             

4   

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                                                                       A, Art. I

PART A -- NON-CONTRIBUTORY BENEFITS 

ARTICLE I 

BENEFIT AMOUNTS 

SECTION 1.   RETIREMENT AT OR AFTER AGE 65                                      

          (a)      Any employe who shall have attained the age of 65, shall have
                 completed one or more years of credited service as provided
          in Article II of this Part A, and shall cease active
               service shall be entitled to receive a retirement benefit
under this Part A.                        

       (b)      The monthly benefit payable to an employe retired pursuant
              to the provisions of Section 1(a) of this Article I with
              benefits payable commencing  on or after October 1, 1990
                shall be a basic benefit for each year of credited service
               that the employe had at the first of the month coinciding
                 with or next following the employe's retirement, determined
                by his Benefit Class Code in accordance with (c) below and
               based on the month for which payment is being made as set
forth in the table immediately following: 

                                                                [Download Table]

                                                Basic Benefit Rate    
                                          Per Year of Credited Service
                                              For Months Commencing   
  Retirement                                                          
 With Benefits    Benefit      10-1-90        10-1-91      10-1-92    
   Payable         Class       through        through        and      
 Commencing        Code         9-1-91        9-1-92        After     
                                                                      
October 1, 1990    A            28.35          29.50        30.70     
and                B            28.60          29.75        30.95     
After              C            28.85          30.00        31.20     
                   D            29.10          30.25        31.45     

5 

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A, Art. I, 1(c)                                                                 

(c)  As set forth below, a Benefit Class Code is established for the    
      purpose of this Article I for each salaried position on the basis of
the following salaried position levels:                       

                                                                [Download Table]

                                    Benefit
                                     Class 
Salaried Position Level              Code  
                                           
     1 and 2                           A   
        3                              B   
        4                              C   
    5 and Above                        D   

      The Benefit Class Code applicable to an employe is the Benefit Class
  Code for the salaried position level held by the employe for the
   greatest number of calendar days during the 24 consecutive months
immediately preceding his last day worked.                    

     In the event an employe is transferred to a lower salaried position
    level, which results in a lower Benefit Class Code, such employe's
      vested retirement benefit, if any, shall not be less than the amount
   of his accrued retirement benefit on the date of such transfer to
such lower salaried position level.                           

  (d)  The amount of any monthly retirement benefit otherwise payable to the
        employe at retirement, or earlier commencement, will be reduced by the
        value of any past and future benefits paid or payable to any alternate
        payee(s) under a Qualified Domestic Relations Order within the meaning
of I.R.C. Section 414(p).                                     

The actuarial value will be used to determine any amount to be
     paid to any such payee(s), if applicable, and the remaining benefit
entitlement of the employe.                                   

6   

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                                                                    A, Art. I, 2

SECTION 2.   EARLY RETIREMENT                                                   

(a)  (1)   An employe who retires voluntarily after he has attained age 55
           but not age 65 and who has 10 or more years of credited service
        shall be entitled to receive a retirement benefit under this
Part A.                                             

 (2)   An employe who (i) was hired prior to January 1, 1988, (ii)
        retires voluntarily before he has attained age 55, and (iii)
         has 30 or more years of credited service shall be entitled to
receive a retirement benefit under this Part A.     

(b) (1)    The monthly basic benefit payable to an employe who retires    
            voluntarily with benefits payable commencing on or after October
           1, 1990 shall be the basic benefit set forth in Section 1(b) of
  this Article I but adjusted as set forth in (2) below.

(2)    (i)   For an employe retired (1) pursuant to Section       
                   2(a)(1) above after he has attained age 60, or (2) after he
                   has attained age 55 but not age 60 and whose combined years
            of age and years of credited service (to the nearest
            1/12th in each case) at retirement total 85 or more,
                 or (3) pursuant to Section 2(a)(2) above and, in the case
              of either (2) or (3) of this subparagraph, the employe
              was hired prior to January 1, 1988, such benefit shall
                 commence on the first day of the month coinciding with or
              next following his attaining age 62 (or, if later, the
                first day of the month coinciding with or next following
                   his first day of absence because of retirement) or, in lieu
                  thereof, he may elect to receive the benefit commencing on
                   the first day of any month coinciding with or following his
                   first day of absence because of retirement and prior to age
62 in an amount                         

7 

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A, Art. I, 2(b)(2)(i)                                                           

             equal to the benefit payable upon attainment of age 62,
              multiplied by a percentage as set forth in the following
table:                                    

                                                                [Download Table]


Age When Benefit                        
   Commences                 Percentage*
                                        
     42                          21.0%  
     43                          22.6   
     44                          24.3   
     45                          26.1   
     46                          28.2   
     47                          30.4   
     48                          32.8   
     49                          35.4   
     50                          38.3   
     51                          41.5   
     52                          45.0   
     53                          48.9   
     54                          53.2   
     55                          57.9   
     56                          63.5   
     57                          69.4   
     58                          75.2   
     59                          80.8   
     60                          86.7   
     61                          93.3   
     62 or Over                 100.0   

              *  Prorated for intermediate ages computed on the basis of the
             number of complete calendar months by which the employe
           is under the age he will attain at his next birthday.

                 If an employe hired prior to January 1, 1988 (i) with 30 or
                 more years of credited service retires voluntarily, or (ii)
                whose combined years of age  and years of credited service
                 (to the nearest 1/12th in each case) at retirement total 85
                  or more retires voluntarily with benefits payable commencing
             on or after October 1, 1990, the monthly basic benefits
                  otherwise payable to him after age 62 and one month shall be
                  redetermined without reduction for commencement prior to age
62.                                       

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                                                          A, Art. I, 2(b)(2)(ii)

     (ii)     For an employe retired pursuant to Section 2(a)(1) above
            after he has attained age 55 but not age 60, and whose
            combined years of age and years of credited service at
                retirement total less than 85, such benefit shall commence
           on the first day of the month coinciding with or next
                 following his attaining age 65, or, in lieu thereof, he may
                 elect to receive the benefit commencing on the first day of
             any month coinciding with or following his first day of
                  absence because of retirement, in which case the benefit, if
               elected to commence prior to age 65, shall be reduced, as
follows:                                  

                                                                [Download Table]

Age When Benefit                 
    Commences         Percentage*
                                 
       55                46.0%   
       56                49.6    
       57                53.2    
       58                56.8    
       59                60.4    
       60                64.0    
       61                71.2    
       62                78.4    
       63                85.6    
       64                92.8    
       65               100.0    

           *Prorated for intermediate ages computed on the basis
            of the number of complete calendar months by which the
         employe is under the age he will attain at his next
birthday.                                 

       (iii)    The basic benefit payable in any month will not be reduced
           below an amount which results in the early retirement
           supplement paid to a participant in such month, under
              Section 7(a)(1) of this Article I, exceeding the old age
              insurance benefits, unreduced on account of age, payable
            under Title II of the Social Security Act, as amended.

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A, Art. I, 2(c)                                                                 

(c)  An employe discharged for cause after such employe is    
           eligible to retire voluntarily pursuant to Section 2(a) of this
      Article I shall be entitled to the benefits provided under
Sections 2(b)(1) and 2(b)(2) of this Article I.     

SECTION 3.   AUTOMATIC RETIREMENT FOR BONA FIDE EXECUTIVE AT AGE 65             

 A bona fide executive employe retired on or after his automatic
   retirement date and who has one or more years of credited service
    shall be entitled to the benefits provided under Section 1 of this
Article I.                                                    

SECTION 4.   TOTAL AND PERMANENT DISABILITY RETIREMENT                          

(a)  An employe who is totally and permanently disabled       
  prior to attaining age 65, and has 10 or more years of
          credited service, and who retires on or after October 1, 1990,
            shall be eligible for a monthly disability retirement benefit as
hereinafter provided:                               

          (i)  A monthly basic benefit for each year of credited service
        as set forth in Section 1(b) of this Article I and
                  determined by his Benefit Class Code as set forth in Section
1 (c) of this Article I, and              

(ii)  A temporary benefit for each year of credited   
              service, up to 30, as set forth in the table immediately
following:                                

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                                                             A, Art. I, 4(a)(ii)

                                                                [Download Table]

                        Monthly Temporary       
                          Benefit Amount        

 Retirement With      Per Year of               
 Benefits Payable      Credited                 
   Commencing          Service           Maximum
                                                
                          $                $    
October 1, 1990                                 
through                                         
September 1, 1991        25.00           750.00 

October 1, 1991                                 
through                                         
September 1, 1992        27.20           816.00 

October 1, 1992                                 
and After                29.30           879.00 

              The monthly temporary benefit shall be payable until the
                  earlier of (1) age 62 and one month, or (2) the age at which
         the employe becomes, or could have become, eligible
                for a Federal Social Security benefit for disability or an
                 unreduced Federal Social Security benefit for age.  At such
          age the temporary benefit shall cease to be payable.

        (iii)    Such benefits shall be payable in accordance with Section 2
                of the General Provisions to the disability retiree during
        the continuance of total and permanent disability.

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A, Art. I, 4(b)                                                                 

(b)  Any disability retiree may be required to submit to medical  
          examination at any time during retirement prior to age 65, but not
          more often than semi-annually, to determine whether the retiree is
          eligible for continuance of the disability retirement benefit.  If
           on the basis of such examination it is found that the retiree is no
        longer disabled or if the retiree engages in gainful employment,
  except for purposes of rehabilitation as determined by the
 Corporation, the retiree will be deemed recovered and his
   disability retirement benefit will cease.  In the event the
        disability retiree refuses to submit to medical examination, the
    retirement benefit will be discontinued until the retiree is
examined.                                               

 (c)  Notwithstanding the provisions of Section 13(a) of the General
 Provisions, the provisions of this Section 4 shall not be
   applicable to employes of any wholly-owned or substantially
        wholly-owned subsidiary of the Corporation acquired or formed by
     the Corporation on or after March 1, 1984 unless specifically
      approved by the General Motors Corporation Board of Directors.

SECTION 5.  SURVIVING SPOUSE COVERAGE                                           

     (a)  In lieu of the monthly basic benefit otherwise payable, an employe
       who retires or is retired, or who loses credited service and is
  eligible for a deferred retirement benefit pursuant to the
         provisions of Article III of this Part A, shall be deemed to have
          elected automatically a reduced amount of monthly basic benefit to
           provide that, if his designated spouse shall be living at his death
           after such election shall have become effective, a survivor benefit
   shall be payable to such spouse during the spouse's further
          lifetime.  In the event that such spouse predeceases such employe,
      and a Qualified Domestic Relations Order within the meaning of
    I.R.C. Section 414(p) does not provide to the contrary, such
          employe may cancel the survivor benefit election only with respect
     to his monthly basic retirement benefit and have such benefit
           restored to the amount payable without such election, effective the
     first day of the third month following the month in which the
        Corporation receives evidence satisfactory to the Corporation of
the spouse's death.                                     

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                                                               A, Art. I, 5(a)

           The automatic election provided in this subsection (a) shall become
   effective on the latest of (i) the commencement date of the
        employe's monthly basic benefit, (ii) the first day of the month
         coinciding with or next following the employe's attainment of age
         55 (except that this item (ii) shall not apply to an employe with
           30 or more years of credited service who was hired prior to January
        1, 1988), or (iii) the first day of the month coinciding with or
         next following the date on which the employe has been married one
      year if he is married when the election would otherwise become
           effective except for the fact that such marriage has been in effect
           less than one year at that date; except that, in the case of a bona
        fide executive employe who has reached automatic retirement date
        but whose basic benefit has not commenced, the effective date of
         any such coverage shall be the later of such automatic retirement
      date or the date determined in (iii) of this paragraph and the
      basic benefit payable to such employe after the effective date
shall be reduced in accordance with the coverage.       

      An employe may prevent the automatic election provided in this
      subsection (a) during the month prior to the effective date by
      executing a specific written rejection of such election, which
           includes the written consent of his spouse witnessed by the program
    representative or a notary public, on a form approved by the
       Corporation and filing it with the Corporation.  An employe may
          revoke a written rejection of this automatic election, without the
   consent of the spouse, at any time prior to commencement of
benefits.                                               

           Information regarding this coverage is included in the summary plan
      description, which will be provided to each employe.  Within a
  reasonable period prior to the annuity starting date, each
       participant shall be provided a written explanation of: (i) the
       terms and conditions of the surviving spouse coverage; (ii) the
          participant's right to make and the effect of an election to waive
the surviving spouse coverage; (iii) the rights of the  
          participant's spouse; and (iv) the right to make and the effect of
        revocation of a previous selection to waive the surviving spouse
coverage.                                               

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A, Art. I, 5(b)                                                                 

      (b)  The beneficiary of a survivor benefit election under subsection (a)
       of this Section 5 shall be only the person who is the employe's
        spouse at such time and who has been his spouse for at least one
      year immediately prior to the effective date of such election.

  (c)  Except as provided in subsections (g) and (h) below, a survivor
         benefit election shall be revoked automatically upon the death of
   the employe or his designated spouse, or both, prior to the
effective date of the election.                         

 (d)  Once the election has become effective it cannot be rescinded,
         except as otherwise provided under subsection (a) of this Section
         5, without the written consent of the Corporation, but subject to
    such consent, the employe's right to rescind the election is
           contingent on the written consent of the designated spouse.  In the
           event the employe becomes divorced from such designated spouse, the
      employe may cancel such coverage without consent of the spouse
         unless a Qualified Domestic Relations Order within the meaning of
I.R.C. Section 414(p) provides to the contrary.         

      (e)  For an employe who does not prevent the automatic election provided
          in this Section 5, the reduced amount of his monthly basic benefit
         shall be equal to an amount determined by multiplying the monthly
        basic benefit payable to the employe by 95%; except that, in the
    case of an employe whose monthly basic benefit is subject to
           redetermination at age 62 and one month, the amount of reduction in
          his monthly basic benefit for the survivor benefit election before
       he attains the age at which his monthly benefit is redetermined
           shall be based on the monthly benefit payable to such employe after
          his monthly benefit is redetermined.  Such percentage shall be (i)
       increased by one-half of one percent (1/2%) (up to a maximum of
     100%) for each 12 months in excess of five (5) years that the
     spouse's age exceeds the employe's age, and (ii) decreased by
           one-half of one percent (1/2%) for each 12 months in excess of five
       (5) years that the spouse's age is less than the employe's age.

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                                                               A, Art. I, 5(f)

    (f)  The survivor benefit payable to the surviving spouse of a retired
          employe who has the automatic election provided in this Section 5,
      and who dies after such election becomes effective, shall be a
         monthly benefit for the further lifetime of such surviving spouse
          equal to 60% of the reduced amount of such employe's monthly basic
          benefit; except that the survivor benefit payable to the surviving
      spouse of an employe whose monthly basic benefit is subject to
     redetermination at age 62 and one month shall be based on the
       monthly basic benefit payable to such employe after his monthly
basic benefit is redetermined.                          

   (g)  The death of an otherwise eligible employe who has retired under
        Section 4 of this Article 1, occurring on or after his attaining
           age 55, but before the first day of the month following the date on
           which he dies, shall not disqualify an otherwise eligible surviving
spouse from receiving a benefit hereunder.              

(h)  The surviving spouse of an employe                           

         (1)     who dies (i) on or after attaining age 55 with 10 or more
                years of credited service, or (ii) at any age with 30 or
              more years of credited service and his date of hire is
                 prior to January 1, 1988, but before the first day of the
                month coinciding with or next following the first day of
        absence because of retirement (or, if later, the
                  commencement date of his monthly basic benefit in the case
                   of an employe who defers the receipt of his monthly benefit
             under Section 2(b)(2) of this Article I), who had not
reached his normal retirement date, and 

           (2)     who, if he had retired at the date of his death, would have
                   been eligible for the election under subsection (a) of this
Section 5,                              

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A, Art. I, 5(h)                                                                 

                   shall be entitled to a monthly benefit during such spouse's
                   further lifetime, terminating with the last monthly payment
                   before such spouse's death.  The monthly benefit payable to
                  the surviving spouse shall be the amount such spouse would
                  have been entitled to receive under subsection (f) of this
                Section 5, if the employe had retired on the date of his
               death with benefits payable under Section 1(a) or 2(a),
                 whichever is applicable, of this Article I commencing the
                 first of the following month and had effectively made the
                  election under subsection (a) of this Section 5; provided,
                  however, that for the sole purpose of this subsection (h),
                 the benefits which would have been payable to the employe
               by reason of such retirement shall be determined on the
                  basis of the table set forth in Section 2(b)(2)(i) of this
                  Article I. The surviving spouse of an employe who had been
                 separated from service in a layoff classification but who
              had not lost credited service at the date of his death
           shall be entitled to the benefit payable under this
subsection (h), if otherwise eligible.  

(i)  Joint and survivor coverage for disability retirements       

          (1)     In lieu of the monthly basic benefit otherwise payable, an
                   employe who retires pursuant to the provisions of Section 4
                   of this Article I who is under age 55 and (i) has less than
                  30 years of credited service, or (ii) has 30 or more years
                of credited service and was hired on or after January 1,
            1988 shall be deemed to have elected automatically a
          reduced amount of monthly basic benefit, up to and
               including the month in which he dies or attains age 55,
                 whichever occurs first, and a monthly survivor's benefit,
                 beginning on the first day of the month after the retired
               employe would have reached age 55 if he dies before the
                  first day of the month after he would have reached age 55,
            shall be payable to his designated spouse during the
further lifetime of the spouse.         

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                                                            A, Art. I, 5(i)(2)

         (2)     This automatic election shall be deemed to have been made
                 at the time the employe shall apply or shall have applied
              for a disability retirement benefit (with the election
                being effective the first day of the month for which his
    first benefit under the Program is payable).

      (3)     The automatic election provided in this subsection (i)
                 shall be applicable only with respect to a spouse to whom
               the employe is married on the date of such election and
                  only if the retired employe and his spouse shall have been
                 married throughout the one-year period ending on the date
of the retired employe's death.         

         (4)     An employe may prevent the automatic election provided in
           this subsection (i) at the time such election would
              otherwise be deemed to have been made, as set forth in
                 paragraph (2) of this subsection (i), by specific written
                  rejection which includes the written consent of his spouse
            witnessed by the program representative, or a notary
                  public, on a form approved by the Corporation.  An employe
                  may revoke a written rejection of this automatic election,
               without the consent of the spouse, at any time prior to
commencement of benefits.               

            (5)     In any event, the election shall automatically be cancelled:

              (i)      if the employe's disability retirement status
                           terminates other than by death prior to the first
                            day of the month after the retired employe attains
age 55, or            

                (ii)     if the retired employe survives on a disability
                            retirement status until the first day of the month
                    after he attains age 55, at which time the
                           coverage described in Section 5(a) through (h) of
            this Article I becomes applicable.

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A, Art. I, 5(i)(6)                                                              

     (6)     The amount of the monthly basic benefit payable to an
                   employe deemed to have made the election provided hereunder
                 shall be determined by reducing actuarially the amount of
                 such benefit for the cost of the survivor benefit payable
              in the event of the retired employe's death before the
                   first of the month following the attainment of age 55.  The
            actuarial reduction shall be based on the age of the
             retired employe and his spouse (the age of each being
               determined as the age at his or her birthday nearer the
                  date on which the benefits commence) and shall reflect the
                   higher mortality associated with being disabled.  Reduction
                 factors at selected ages for disability survivor coverage
           before age 55 are set forth in the following table:

                                                                [Download Table]

                   Age Difference Between         
 Age of         Disabled Employe and Spouse       
Employe                  Spouse Is:               
  When      10        5               5        10 
Benefits   Years    Years   Same    Years    Years
Commence  Younger  Younger  Age     Older    Older
--------  -------  -------  ---     -----    -----
                                                  
  30        8.6%    8.1%     7.5%    6.7%     5.9%
  35       10.4     9.9      9.2     8.3      7.2 
  40       12.5    11.8     11.0    10.0      8.8 
  45       14.3    13.5     12.7    11.6     10.3 
  50       13.9    13.2     12.4    11.4     10.2 
  51       13.1    12.5     11.7    10.8      9.7 
  52       10.4     9.9      9.3     8.6      7.7 
  53        3.4     3.2      3.0     2.8      2.5 
  54        3.4     3.3      3.1     2.8      2.5 

             NOTE:  Actuarial reduction factors for ages not shown
                         will be calculated on the same basis as the factors
shown.                    

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                                                              A, Art. I, 5(i)(7)

          (7)     The amount of the monthly benefit payable to the surviving
           spouse of a retired employe deemed to have made the
                  election specified hereunder shall be 50% of the amount of
                the monthly basic benefit payable to the retired employe
             after the reduction provided in paragraph (6) of this
subsection (i).                         

           (8)     Anything in the Program to the contrary notwithstanding, if
                 the designated spouse of a retired employe deemed to have
                  made the election provided hereunder shall predecease such
                   retired employe, or they are divorced by a court decree and
                  a Qualified Domestic Relations Order within the meaning of
               I.R.C. Section 414(p) does not provide to the contrary,
                 such retired employe shall have his monthly basic benefit
             restored to the amount payable without such election,
                effective the first day of the third month following the
        month in which the Corporation receives evidence
                satisfactory to the Corporation of the spouse's death or
divorce.                                

         (9)     No benefit shall be payable under this subsection (i) for
              any month for which benefits are payable under Section
5(a), (h), or (j) of this Article I.    

      (10)    Information regarding this coverage is included in the
                summary plan description, which will be provided to each
                 employe.  Within a reasonable period prior to the annuity
                   starting date, each participant shall be provided a written
           explanation of: (i) the terms and conditions of the
                  surviving spouse coverage; (ii) the participant's right to
                 make and the effect of an election to waive the surviving
              spouse coverage; (iii) the rights of the participant's
              spouse; and (iv) the right to make and the effect of a
                 revocation of a previous selection to waive the surviving
spouse coverage.                        

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A, Art. I, 5(j)                                                                 

(j)  Pre-retirement survivor coverage provided under Part A of the
Program to comply with the Retirement Equity Act of 1984

(1)     An employe who:                                 

                  (i)   has either 5 or more years of credited service, or 5
                    years of "service" as provided under Article II,
                    Section 11, and who is credited with one or more
                         hours of credited service or "services" accrued on or
after January 1, 1989, or   

                (ii)  loses credited service on or after October 1, 1990
                         and who is eligible for a deferred retirement benefit
under Article III,          

          and in either case is not eligible for the regular
                  surviving spouse coverage provided under subsection (h) of
              this Section 5, shall have the pre-retirement survivor
coverage described herein.              

                 Such coverage shall remain in full force and effect until
               the date on which the employe or former employe becomes
                   eligible for the regular surviving spouse coverage provided
                 under subsection (h) of this Section 5, at which time the
               pre-retirement survivor coverage described herein shall
cease to be effective.                  

                  In the event the employe or former employe predeceases the
           designated spouse while the pre-retirement survivor
                coverage provided hereunder is in effect, the designated
                spouse shall be eligible, during the further lifetime of
                  such spouse, for a monthly benefit commencing on the first
                of the month following the month in which the employe or
                 former employe would have become eligible, except for the
                  fact that he died, to retire at the option of the employe.

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                                                            A, Art. I, 5(j)(1)

                The amount of any such monthly survivor benefit shall be
              determined by the basic benefit rate in effect for the
                 employe on the date of death of such employe, or the date
         credited service was broken for a former employe.

          (2)     The survivor coverage provided hereunder for an employe or
                 former employe shall be effective on the date the employe
                or former employe attains 5 years of credited service or
               "service" as provided under Article II, Section 11, and
               provided that such employe is credited with one hour or
                 more of credited service or "service" accrued on or after
January 1, 1989.                        

           (3)     The survivor coverage provided hereunder shall be effective
              with respect to a spouse to whom the employe or former
                  employe is married, but only if the couple shall have been
                 married throughout the one-year period ending on the date
   of the employe's or former employe's death.

            (4)     Subsections (j)(2) and (j)(3) notwithstanding, if an employe
                   or former employe marries or remarries, such coverage shall
                 be in effect in favor of his spouse upon such marriage or
                  remarriage, unless, in the case of remarriage, a Qualified
             Domestic Relations Order within the meaning of I.R.C.
                 Section 414(p) requires such coverage to remain in effect
              for the former spouse.  The effective date of any such
             coverage shall be in accordance with item (3) of this
subsection (j).                         

          (5)     In the event of divorce, the employe or former employe can
              revoke the coverage provided hereunder without spousal
                   consent, unless a Qualified Domestic Relations Order within
            the meaning of I.R.C. Section 414(p) provides to the
contrary.                               

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A, Art. I, 5(j)(6)                                                              

 (6)     The coverage provided hereunder shall be canceled
            automatically on the date when any employe or former
                 employe becomes eligible for the regular surviving spouse
            coverage provided under the provisions of Article I,
Section 5(h) of the Program.            

   (7)     The monthly benefit amount payable hereunder to any
             eligible surviving spouse shall be 50% of the monthly
                amount of the basic benefit as determined in Article III
                  otherwise payable at the (i) date of death to the employe,
                 or (ii) date credited service broke for a former employe,
    after any reduction provided in Article III.

         (8)     No benefit shall be payable under this subsection (j) for
                 any month for which benefits are payable under Article I,
         Section 5 or Section 6 of Part A of this Program.

        (9)     Information regarding the coverage provided hereunder is
               included in the summary plan description, which will be
                   provided to each employe covered by the Salaried Retirement
                  Program, in accordance with The Employee Retirement Income
Security Act (ERISA).                   

       (10)    The pre-retirement survivor coverage provided hereunder
           will apply to eligible employes and former employes
separated from service:                 

                 (a)   whose last day worked for the Corporation was on or
after October 1, 1976, and  

            (b)   who have entitlement to but have not commenced
                receipt of deferred retirement benefits, and

  (c)   who are alive as of August 23, 1984.

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                                                                    A, Art. I, 6

SECTION 6. JOINT AND SURVIVOR OPTION                                            

     (a)  In lieu of the monthly basic benefit otherwise payable, an employe
      who retires or is retired or who loses credited service and is
  eligible for a deferred retirement benefit pursuant to the
      provisions of Article III of this Part A, may elect to receive
        during his lifetime a reduced amount of monthly basic benefit to
        provide that, if the contingent annuitant (who may be any person
          designated by the employe) shall be living at his death after such
         election shall have become effective, a survivor benefit shall be
           payable to such contingent annuitant during the further lifetime of
          such contingent annuitant; provided that the employe completes the
        election on a form approved by the Corporation and files it with
the Corporation prior to the earlier of:                

          (1)     the time he makes application for a benefit to commence at
               or after age 55, or at any age if the employe's date of
                  hire is prior to January 1, 1988 and he retires with 30 or
                  more years of credited service, in which case the election
              shall become effective on the commencement date of the
employe's monthly basic benefit; or     

           (2)     the month prior to that in which the employe attains age 55
               if he attains age 55 while eligible for and receiving a
                   retirement benefit, in which case the election shall become
          effective upon the employe's attainment of age 55.

      If married, and the designated contingent annuitant is not the
     spouse, the written consent of the spouse on whose behalf the
     option otherwise would be in effect, witnessed by the program
       representative, or a notary public, on a form approved for this
          purpose by the Corporation and filed with the Corporation, will be
    required.  The written consent of the spouse is limited to a
benefit for the designated alternate beneficiary only.  

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A, Art. I, 6(b)                                                                 

   (b)  The death of an otherwise eligible employe who has retired under
        Section 4 of this Article I, occurring on or after his attaining
           age 55, but before the first day of the month following the date on
           which he dies, shall not disqualify an otherwise eligible surviving
spouse from receiving a benefit hereunder.              

(c)  Except as provided in (b) above, the option shall be revoked 
     automatically upon the death of the employe or his designated
         contingent annuitant, or both, prior to the effective date of the
election.                                               

 (d)  Once the option has become effective it cannot be rescinded or
           changed without the consent of the Corporation, but subject to such
         consent, the employe's right is reserved to rescind the election,
    except that the written consent of the designated contingent
     annuitant is required only if such annuitant is the employe's
    spouse.  In the event the employe becomes divorced from such
     designated spouse, the employe may cancel such option without
          consent of the spouse, unless a Qualified Domestic Relations Order
   within the meaning of I.R.C. Section 414(p) provides to the
contrary.                                               

     (e)  The amount of monthly benefit payable to such contingent annuitant
          if such contingent annuitant is living at the death of the employe
          shall equal any designated percentage, up to a maximum of 100%, of
        the employe's reduced monthly basic benefit, except that, in the
case of an employe whose monthly benefit is subject to  
           redetermination at age 62 and one month, the amount of reduction in
       his monthly benefit for the survivor benefit election before he
          attains the age at which his monthly benefit is redetermined shall
         be based on the monthly benefit payable to such employe after his
      monthly benefit is redetermined and the benefit payable to the
          contingent annuitant shall be based on the monthly benefit payable
  to such employe after his monthly benefit is redetermined.

24

EX-10.(B) 34th Page of 162 TOC 1st Previous Next Bottom Just 34th

                                                                 A, Art. I, 6(e)

The amount of monthly benefit shall be determined so that the actuarial value   
of the reduced amount of monthly benefit payable to the employe and the         
actuarial value of the amount of monthly benefit to be continued to the         
designated contingent annuitant is as follows:                                  

                                                                [Download Table]

                   Joint and Survivor Option Rate Table                           
        Full Years                                                                
   Contingent Annuitant           Factors to Convert Normal Form of Retirement to 
is Older (+) or Younger(-)      Joint and Survivor Option for Indicated Percentage
       Than Employe                      Payable to Contingent Annuitant*         
--------------------------      --------------------------------------------------
                                     100%               75%             50%       
                                     ----               ---             ---       
                                                                                  
           +20                      95.50              96.00          100.00      
           +19                      95.00              95.50           99.50      
           +18                      94.50              95.00           99.00      
           +17                      94.00              94.50           98.50      
           +16                      93.50              94.00           98.00      
           +15                      93.00              93.50           97.50      
           +14                      92.50              93.00           97.00      
           +13                      92.00              92.50           96.50      
           +12                      91.50              92.00           96.00      
           +11                      91.00              91.50           95.50      
           +10                      90.50              91.00           95.00      
           + 9                      89.75              90.50           94.50      
           + 8                      89.00              90.00           94.00      
           + 7                      88.25              89.50           93.50      
           + 6                      87.50              89.00           93.00      
           + 5                      86.75              88.50           92.50      
           + 4                      86.00              88.00           92.00      
           + 3                      85.25              87.50           91.50      
           + 2                      84.50              87.00           91.00      
           + 1                      83.75              86.50           90.50      
             0                      83.00              86.00           90.00      
           - 1                      82.25              85.50           89.50      
           - 2                      81.50              85.00           89.00      
           - 3                      80.75              84.50           88.50      
           - 4                      80.00              84.00           88.00      
           - 5                      79.25              83.50           87.50      
           - 6                      78.50              83.00           87.00      
           - 7                      77.75              82.50           86.50      
           - 8                      77.00              82.00           86.00      
           - 9                      76.25              81.50           85.50      
           -10                      75.50              81.00           85.00      
           -11                      75.00              80.50           84.50      
           -12                      74.50              80.00           84.00      
           -13                      74.00              79.50           83.50      
           -14                      73.50              79.00           83.00      
           -15                      73.00              78.50           82.50      
           -16                      72.50              78.00           82.00      
           -17                      72.00              77.50           81.50      
           -18                      71.50              77.00           81.00      
           -19                      71.00              76.50           80.50      
           -20                      70.50              76.00           80.00      

*Other whole percentage levels may be elected.

25

EX-10.(B) 35th Page of 162 TOC 1st Previous Next Bottom Just 35th

A, Art. I, 6(e)                                                                 

              Notwithstanding any of the above, where the contingent
                   annuitant is other than the employe's spouse, the actuarial
                    value of the benefit payable to the employe as of his actual
                    retirement date must be more than 50% of the actuarial value
                of the benefit payable to the employe and his contingent
annuitant.                              

SECTION 7. SUPPLEMENTS                                                          

  (a)  An employe who retires with benefits payable under Section 2 of
       this Article I (other than an employe (i) discharged for cause,
       (ii) hired on or after January 1, 1988, or (iii) referred to in
           Section 2(b)(2)(ii) of this Article I who retires voluntarily after
         he has attained age 55 but not age 60 and whose combined years of
           age and years of credited service at retirement total less than 85)
    or who retires with benefits payable under Section 4 of this
           Article I, and who files his application for retirement within five
          years of the last day he worked for the Corporation and who agrees
          to restrict his participation in the work force as provided in (e)
           below will receive, in addition to his retirement benefits, certain
supplements as set forth below:                         

           (1)     If the employe retires under Section 2 or 4 of this Article
                  I with 30 or more years of credited service at the date of
                   his retirement and his date of hire was prior to January 1,
                1988, he shall be entitled to a monthly early retirement
                supplement until age 62 and one month in an amount which
               when added to his monthly retirement benefit under this
                 Part A and any supplementary benefits under Part B, prior
                 to reduction for survivor coverage, will equal the amount
                 of total monthly benefit applicable to him as provided in
                   the table set forth below, subject to subsequent provisions
of this Section 7:                      

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EX-10.(B) 36th Page of 162 TOC 1st Previous Next Bottom Just 36th

                                                              A, Art. I, 7(a)(1)

                                                                [Download Table]


                           Total Monthly Benefit Rate For Determining
                              Monthly Early Retirement Supplement    
                                      For Retirements With           
                              30 or More Years of Credited Service   
  Retirement                                                         
 With Benefits               10-1-90        10-1-91     10-1-92      
    Payable                  through        through       and        
  Commencing                  9-1-91         9-1-92      After       
--------------               -------        -------     -------      
                                                                     
                                $              $           $         
October 1, 1990                                                      
and                                                                  
After                         1,600          1,700       1,800       

      (2)  If the employe retires voluntarily after attaining age 55 with less
    than 30 years of credited service, he shall be entitled to a
        monthly interim supplement until he attains age 62 and one month
           equal to the amount applicable to him as provided immediately below
        for each year of credited service that he had at the date of his
    retirement, subject to subsections (b), (e), and (g) of this
Section 7:                                              

                                                                [Download Table]

   Monthly Amount* and Effective Date of Interim Supplement     
            Payable Prior to Age 62 and One Month               
              for Each Year of Credited Service                 

                        Retired With Benefits Payable Commencing
                               On or After October 1, 1990      
  Age at                                                        
Retirement                 10-1-90        10-1-91     10-1-92   
----------                 -------        -------     -------   
                                                                
                              $              $           $      
    55                      11.00          12.00       12.90    
    56                      12.95          14.10       15.20    
    57                      15.70          17.05       18.40    
    58                      18.40          20.00       21.55    
    59                      20.55          22.40       24.10    
    60                      23.75          25.85       27.85    
    61                      23.75          25.85       27.85    

        *   Prorated for intermediate ages computed on the basis of the number
           of complete calendar months by which the employe is under the age
he will attain at his next birthday.                  

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EX-10.(B) 37th Page of 162 TOC 1st Previous Next Bottom Just 37th

A, Art. I, 7(a)(2)                                                              

            This provision shall not apply to an employe who has
                  attained age 55 but not age 60 and whose combined years of
                   age and years of credited service (to the nearest 1/12th in
    each case) at retirement total less than 85.

          (3)     Any interim supplement described above shall be reduced by
               any supplementary benefits payable under Part B of this
         Program prior to reduction for survivor coverage.

  (b)  The early retirement supplement under subsection (a)(1) of this
 Section 7 for an employe who retires voluntarily shall be
        calculated assuming that his basic benefit commences immediately
      after retirement, and such early retirement supplement and the
          interim supplement under subsection (a)(2) of this Section 7 shall
           be reduced for any month prior to age 62 and one month for which he
           becomes or could have become eligible for a Federal Social Security
          benefit, by an amount equal to the amount of the temporary benefit
    to which he would have been entitled if he had retired under
Section 4 of this Article I.                            

  (c)  The early retirement supplement under subsection (a)(1) of this
    Section 7 for an employe who retires under Section 4 of this
    Article I shall be calculated on the assumption that he will
           receive a temporary benefit until age 62 and one month even if such
       temporary benefit is not received by the employe until such age
       because of his earlier entitlement to Social Security benefits.

  (d)  The early retirement supplement under subsection (a)(1) of this
   Section 7 for an employe who does not prevent the automatic
        election of the surviving spouse coverage provided under Section
      5(a) of this Article I shall be calculated on the basis of the
   monthly retirement benefit he would have received if he had
prevented such automatic election.                      

28

EX-10.(B) 38th Page of 162 TOC 1st Previous Next Bottom Just 38th

A, Art. I, 7(e)                                                                 

(e)  Any of the supplements to which an employe is entitled shall 
      commence on the first day of the month coinciding with or next
          following the employe's first day of absence because of retirement
       and shall be payable monthly thereafter until and including the
          first day of the month in which he dies, or his retirement benefit
ceases for any other reason, or he is reemployed by the 
         Corporation, or he attains age 62 and one month, whichever occurs
         first, provided however, that if an employe entitled to receive a
           supplement has earnings after retirement in excess of the following
         annual earnings limitation in any calendar year before he attains
          age 62 and one month, such earnings being defined for this purpose
          as the type counted for the earnings test under the Federal Social
    Security Act or the corresponding type in any future Federal
         legislation amending, superseding, supplementing or incorporating
      the Federal Social Security Act, a penalty equal to double the
          amount by which such earnings exceed the amount permitted shall be
         charged against each succeeding monthly supplement which he would
      otherwise be entitled to receive until the full amount of such
    penalty is satisfied, it being understood that penalties and
charges herein shall be cumulative if appropriate:      

                                                                [Download Table]

Calendar         Annual Earnings Limitation
  Year                     Amount          
--------         --------------------------
                                           
                              $            
  1990                     10,000          
  1991                     15,000          
  1992                     15,000          
  1993                     15,000          

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EX-10.(B) 39th Page of 162 TOC 1st Previous Next Bottom Just 39th

A, Art. I, 7(e)                                                                 

     An employe receiving a monthly early retirement supplement or
          interim supplement may be required to certify whether his earnings
  have been in excess of the permitted amount and to furnish
         verification of the amount of his earnings.  Unless repaid by the
          employe in a lump sum, any overpayments of a supplement made after
   an employe incurred a penalty because of excess earnings in
      accordance with the preceding paragraph shall be deducted from
          future monthly benefits payable to him under this Part A and under
the supplementary benefit provisions of Part B.         

        The annual earnings limitation provisions of this subsection (e)
           shall not be applicable to any retirement, defined in Section 11 of
      the General Provisions, with benefits payable commencing on or
after October 1, 1990 and prior to September 14, 1993.  

    (f)  If a retired employe (i) has been receiving disability retirement
          benefits under this Part A and has been receiving a supplement and
           on the basis of medical evidence satisfactory to the Corporation it
          is found that he is no longer totally and permanently disabled and
        his credited service is reinstated, or (ii) is reemployed by the
  Corporation, he shall not thereby forfeit any right he may
        thereafter have to receive a supplement if he thereafter retires
under this Program.                                     

   (g)  If the total of the employe's monthly benefits under this Part A
        and under the supplementary benefit provisions of Part B and his
    monthly early retirement supplement or interim supplement as
     computed above would exceed 70% of his final base salary, his
          monthly supplement shall be reduced to the extent required so that
       such monthly benefits plus his supplement will equal 70% of his
      final base salary.  For this purpose, an employe's "final base
          salary" shall mean his highest monthly base salary rate during the
 last three months preceding his last day of work prior to
retirement.                                             

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                                                                    A, Art. I, 8

SECTION 8. SPECIAL BENEFIT                                                      

  (a)  A retired employe or a surviving spouse (i) age 65 or older, or
           (ii) under age 65 and enrolled in the voluntary "Medicare" coverage
         that is available under the Federal Social Security Act by making
      contributions (in either case excluding the spouse of a former
           employe who received a deferred non-contributory retirement benefit
    under the Program), who is receiving a monthly benefit under
          Article I of this Part A which commenced prior to October 1, 1979,
           subject to (d) below, shall receive a monthly special benefit equal
to:                                                     

           (1)     the lesser of $28.00 or the generally applicable "Medicare"
                   Part B premium for months commencing on or after January 1,
1990,                                   

           (2)     the lesser of $31.00 or the generally applicable "Medicare"
                   Part B premium for months commencing on or after January 1,
1991,                                   

           (3)     the lesser of $34.00 or the generally applicable "Medicare"
                   Part B premium for months commencing on or after January 1,
1992, and                               

           (4)     the lesser of $38.50 or the generally applicable "Medicare"
                   Part B premium for months commencing on or after January 1,
1993.                                   

    (b)  In no event shall such payment commence prior to the first day of
          the month coinciding with or next following the earlier of (i) the
     month during which age 65 is attained, or (ii) receipt by the
           Corporation of application on a form provided for this purpose from
        an otherwise eligible individual under age 65; except that, with
         respect to an otherwise eligible individual under age 65, payment
         shall commence with the first month of such enrollment, but in no
event prior to October 1, 1979.                         

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EX-10.(B) 41st Page of 162 TOC 1st Previous Next Bottom Just 41st

A, Art. I, 8(c)                                                                 

     (c)  Not more than one such payment shall be made to any individual for
       any one month.  No such payment shall be made to any individual
           under age 65 for any month such individual is not enrolled for such
           voluntary "Medicare" coverage.  No such payment shall be made under
        this Program to any individual who retires with benefits payable
commencing on or after October 1, 1979.                 

(d)  Effective January 1, 1991, the special benefit payable to an 
         individual who is not enrolled in "Medicare" Part B as of October
      1, 1990, but who (i) was receiving a special benefit, and (ii)
          first became entitled to such benefit prior to March 1, 1988, will
       be limited to $28.00 per month.  Such an individual will become
          entitled to the schedule of payments in subsection (a) above, upon
       proof of enrollment in "Medicare" Part B. Thereafter, continued
         receipt of a special benefit will be contingent on maintenance of
"Medicare" Part B enrollment.                           

 (e)  For an individual enrolled in "Medicare" Part B as of March 1,
       1988, or who first becomes eligible for "Medicare" Part B on or
      after March 1, 1988, receipt of a special benefit on and after
  January 1, 1991 is contingent upon continued enrollment in
"Medicare" Part B.                                      

32  

EX-10.(B) 42nd Page of 162 TOC 1st Previous Next Bottom Just 42nd

                                                                A, Art. I, 9

SECTION 9. BENEFITS FOR EMPLOYES WHO RETIRED WITH BENEFITS                      
PAYABLE COMMENCING PRIOR TO OCTOBER 1, 1990               

An employe who retired with benefits payable commencing prior to October 1,     
1990, or the eligible surviving spouse or contingent annuitant of such an       
employee, shall be entitled to the benefits, if any, under the Program as it    
existed immediately prior to such date, except that:                            

(a) (1)     Basic benefits payable under this Part A to such retired employes,  
  or the benefits payable to surviving spouses or contingent
         annuitants in lieu of or related to such basic benefits, shall be
           increased to the extent necessary to provide monthly benefits equal
   to the benefits which would have been payable had the basic
         benefits payable to the employe at and after age 65 been based on
the following table:                                    

                                                                [Download Table]


                                                     Basic Benefit Rate     
                                                Per Year of Credited Service
                                                    For Months Commencing   
     Retirement                                 ----------------------------
   With Benefits          Benefit                         10-1-90           
      Payable              Class                            and             
    Commencing             Code                            After            
----------------------------------------------------------------------------
                                                             $              
                                                                            
Prior to                                                                    
October 1, 1979             N/A                            20.00*           

October 1, 1979               A                            21.25            
through                       B                            21.50            
September 1, 1980             C                            21.75            
                              D                            22.00            

October 1, 1980               A                            21.35            
through                       B                            21.60            
September 1, 1981             C                            21.85            
                              D                            22.10            

October 1, 1981               A                            21.45            
through                       B                            21.70            
September 1, 1984             C                            21.95            
                              D                            22.20            


*   Including, if applicable, $1.00 waived for election of special survivor     
coverage.                                                               

(CONTINUED ON NEXT PAGE)

33

EX-10.(B) 43rd Page of 162 TOC 1st Previous Next Bottom Just 43rd

A, Art. I, 9(a)(1)                                                              

(CONTINUED FROM PRECEDING PAGE)   

                                                                [Download Table]


                                   Basic Benefit Rate      
                               Per Year of Credited Service
                                  For Months Commencing    
   Retirement                  ----------------------------
  With Benefits       Benefit            10-1-90           
    Payable            Class               and             
   Commencing           Code              After            
-----------------------------------------------------------
                                            $              
                                                           
October 1, 1984          A                24.10            
through                  B                24.35            
September 1, 1985        C                24.60            
                         D                24.85            

October 1, 1985          A                24.20            
through                  B                24.45            
September 1, 1986        C                24.70            
                         D                24.95            

October 1, 1986          A                24.30            
through                  B                24.55            
September 1, 1987        C                24.80            
                         D                25.05            

October 1, 1987          A                27.30            
through                  B                27.55            
September 1, 1988        C                27.80            
                         D                28.05            

October 1, 1988          A                27.40            
through                  B                27.65            
September 1, 1989        C                27.90            
                         D                28.15            

October 1, 1989          A                27.50            
and prior to             B                27.75            
October 1, 1990          C                28.00            
                         D                28.25            


        (2) If an employee whose monthly basic benefit under this Part A
        otherwise would have been redetermined at age 62 attains
            age 62 on or after March 1, 1982, such redetermination shall
be effective at age 62 and one month.           

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EX-10.(B) 44th Page of 162 TOC 1st Previous Next Bottom Just 44th

                                                                 A, Art. I, 9(b)

(b)     Any temporary benefits payable to such retired employes until age 65    
       if retired with benefits payable commencing before June 1, 1974, or age
  62 if retired with benefits payable commencing on or after June 1,
      1974, or age 62 and one month for a retired employe who attains age 62
     on or after March 1, 1982, or, in any case, if earlier, until the age
at which the employe becomes or could have become eligible for a
      Federal Social Security benefit for disability or an unreduced Federal
Social Security benefit for age shall be increased to the extent
      necessary to provide monthly temporary benefits equal to the temporary
 benefits which would have been payable had the temporary benefits
    payable to the employe prior to such age 65 (or age 62 or age 62 and
one month) or earlier age been based on the following:          

                                                                [Download Table]


                            Monthly Temporary Benefit Amount*    
  Retires With              ------------------------------------ 
Benefits Payable            Per Year of                          
   Commencing             Credited Service          Maximum      
-----------------------------------------------------------------
                                 $                    $          
                                                                 
Prior to                                                         
September 1, 1964              11.50                300.00       

September 1, 1964                                                
and prior to                                                     
October 1, 1967                12.00                300.00       

October 1, 1967                                                  
and prior to                                                     
October 1, 1970                12.25                306.25       

October 1, 1970                                                  
and prior to                                                     
June 1, 1974                   12.75                318.75       

June 1, 1974                                                     
and prior to                                                     
October 1, 1976                13.75                343.75       

October 1, 1976                                                  
and prior to                                                     
October 1, 1978                14.25                356.25       


* Benefit payable for months commencing October 1, 1990.  

(CONTINUED ON NEXT PAGE)

35

EX-10.(B) 45th Page of 162 TOC 1st Previous Next Bottom Just 45th

A, Art. I, 9(b)                                                                 

(CONTINUED FROM PRECEDING PAGE) 

                                                                [Download Table]


                             Monthly Temporary Benefit Amount*    
   Retires With              ----------------------------------   
 Benefits Payable           Per Year of                           
   Commencing             Credited Service                Maximum 
------------------------------------------------------------------
                                  $                         $     
                                                                  
 October 1, 1978                                                  
 and prior to                                                     
 October 1, 1979                15.25                     381.25  

 October 1, 1979                                                  
 and prior to                                                     
 October 1, 1980                16.25                     406.25  

 October 1, 1980                                                  
 and prior to                                                     
 October 1, 1981                17.25                     431.25  

 October 1, 1981                                                  
 and prior to                                                     
 January 1, 1983                18.25                     456.25  

 January 1, 1983                                                  
 and prior to                                                     
 October 1, 19a5                18.25                     547.50  

 October 1, 1985                                                  
 and prior to                                                     
 October 1, 1986                19.25                     577.50  

 October 1, 1986                                                  
 and prior to                                                     
 October 1, 1987                20.25                     607.50  

 October 1, 1987                                                  
 and prior to                                                     
 October 1, 1988                20.45                     613.50  

 October 1, 1988                                                  
 and prior to                                                     
 October 1, 1989                21.55                     646.50  

 October 1, 1989                                                  
 and prior to                                                     
 October 1, 1990                22.65                     679.50  

 *  Benefit payable for months commencing October 1, 1990.

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EX-10.(B) 46th Page of 162 TOC 1st Previous Next Bottom Just 46th

                                                              A, Art. I, 9(c)(1)

(c)     (1) An employe who retired under Article I of this Program with 30 or   
           more years of credited service who is eligible to receive a monthly
         supplement which commenced prior to October 1, 1990 shall receive
an increase to such monthly supplement as follows:      

                                                                [Download Table]


                        Amount of Increase*        
                   --------------------------------
                    Payable to      Payable Between
Effective Date        Age 62          Ages 62 and  
  of Increase      and One Month    One Month - 64 
---------------------------------------------------
                         $                 $       
                                                   

October 1, 1990        75.00            37.50      


* This increase will not result in a total monthly                  
benefit of less than $1,100 for months prior to age             
62 and one month, or $550 for months between ages 62            
and one month and 64.                                           

    The amount of any monthly supplement payable to an employe who
         retired under the Program with benefits commencing prior to October
     1, 1990 shall be redetermined to the amount of supplement which
        would have been payable had the applicable benefit rates set forth
         in this Section 9 and referred to in Section 7 of Article I of Part
       B been in effect when such employe's benefits commenced.  If such
         retired employe is entitled as of October 1, 1990 to receive Social
       Security benefits, and if he became so entitled before October 1,
     1990, the increase in the rate of temporary benefit provided in
 subsection (b) of this Section 9 shall not be considered in
     redetermining his supplement until he ceases to be so entitled.

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EX-10.(B) 47th Page of 162 TOC 1st Previous Next Bottom Just 47th

A, Art. I, 9(c)(2)                                                              

      (2) An employe who retired voluntarily under Article I of this Program
          after attaining age 55 with less than 30 years of credited service
     who is eligible to receive a monthly interim supplement which
    commenced prior to October 1, 1990 shall receive, for months
    commencing on and after October 1, 1990, an increase to such
interim supplement, as follows:                         

                                                                [Download Table]


 Age at                  Monthly Increase*      
Retirement          Per Year of Credited Service
------------------------------------------------
                                                
    55                     0.55                 
    56                     0.65                 
    57                     0.80                 
    58                     0.95                 
    59                     1.05                 
    60                     1.20                 
    61                     1.20                 


*  Prorated for intermediate ages computed on the basis of            
the number of complete calendar months by which the             
employe is under the age he will attain at his next birthday.   

(d) The survivor benefit payable to the surviving spouse of a   
  retired employe who has completed an election of a special
           survivor option and who dies after such election becomes effective,
     shall be a monthly benefit for the lifetime of such surviving
spouse equal to:                                        

     (1) $7.00 for each year of credited service that such retired
         employe had at the date of his retirement with respect to
         benefits payable for any month commencing October 1, 1990
through September 1, 1991,                      

38

EX-10.(B) 48th Page of 162 TOC 1st Previous Next Bottom Just 48th

                                                              A, Art. I, 9(d)(2)

     (2) $8.00 for each year of credited service that such retired
         employe had at the date of his retirement with respect to
         benefits payable for any month commencing October 1, 1991
through September 1, 1992, and                  

     (3) $9.00 for each year of credited service that such retired
         employe had at the date of his retirement with respect to
             benefits payable for any month commencing on or after October
1, 1992.                                        

     (e) An employe who retired under the Program or who is eligible for a
           deferred retirement benefit pursuant to the provisions of Part A of
        the Program, and who has surviving spouse coverage in effect but
           whose designated spouse predeceases him, may have his monthly basic
     benefit restored to the amount payable without such coverage,
         effective the first day of the third month following the month in
   which the Corporation receives evidence satisfactory to the
Corporation of the spouse's death.                      

    (f) An employe who retired under the Program and who has a joint and
        survivor option, as provided under this Article I, Section 6, in
      effect with respect to his Part A benefit but whose designated
      contingent annuitant is deceased shall receive the increase in
          benefits which otherwise would have been payable to him under this
Section 9 as if he had not elected such option.         

    (g) An employe who retired or retires under Article I of the Program
         with benefits payable commencing on or after January 1, 1962, who
       marries, or remarries, subsequent to the earliest date survivor
         benefit coverage was in effect, or was not in effect on such date
           solely because the retired employe was not then married, may elect,
     or re-elect, survivor benefit coverage under Part A. Any such
          coverage, and the benefits thereunder, shall be provided under the
        terms and conditions of the Program in effect at the time of the
employe's                                               
39

EX-10.(B) 49th Page of 162 TOC 1st Previous Next Bottom Just 49th

A, Art. I, 9(g)                                                                 

          retirement.  Such coverage shall become effective on the first day
       of the third month following the month in which the Corporation
      receives a completed election form, but in no event before the
       first day of the month following the month in which the retired
employe has been married one year.                      

       No election provided hereunder shall become effective under any
           circumstance for any retired  employe whose completed election form
          is received by the Corporation after the first day of the month in
which the retired employe has been married one year.    

          This subsection (g) also shall be applicable to an employe retired
     with benefits payable commencing on or after October 1, 1990.

      (h) Monthly benefits payable under this Section 9 on and after October
     1, 1990 shall not be limited by the 70% benefit limitation in
Section 7(g) of this Article I.                         

(i) The monthly amount of any lifetime supplement payable to an 
          employe retired with benefits payable commencing on or after March
          1, 1974 with 30 or more years of credited service shall not exceed
        $35.00 when added to the Part B Supplementary benefit payable at
retirement without reduction for survivor coverage.     

  (j) The monthly amount of any age-service supplement payable to an
          employe retired with benefits payable commencing on or after March
      1, 1974 with less than 30 years of credited service, but after
         attaining age 62 and one month, shall be $1.00 per month per year
         of credited service, reduced by 1/36th for each complete calendar
         month that the employe was under age 65 at date of retirement and
      further reduced by any Part B Supplementary benefit payable at
retirement without reduction for survivor coverage.     

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                                                                      A, Art. II

ARTICLE II

CREDITED SERVICE

(APPLICABLE TO BENEFITS UNDER PART A  
AND SUPPLEMENTARY BENEFITS UNDER PART B)  

SECTION 1. GENERAL                                                              

  (a) For purposes of determining "credited service" as used in this
Program, the word "employment" shall include            

           (1) all employment prior to an employe's retirement, or termination
         of employment, whichever is earlier, whether on salary or
               hourly-rate, with the Corporation or its directly or indirectly
              wholly-owned or substantially wholly-owned domestic or foreign
           subsidiaries in accordance with I.R.C. Section 414(b), (c),
      (m), (n), and (o), as well as service with any company
               (including service with any directly or indirectly wholly-owned
            or substantially wholly-owned subsidiary of such company) of
            which substantially all the assets have been acquired by the
          Corporation or its subsidiaries, excluding any directly or
     indirectly wholly-owned or substantially wholly-owned
       subsidiary of the Corporation acquired or formed by the
       Corporation on or after March 1, 1984, provided that no
              employment prior to date of acquisition with any such directly
        or indirectly wholly-owned or substantially wholly-owned
             domestic or foreign subsidiary acquired after October 1, 1950
              or with any company (including employment with any directly or
     indirectly wholly-owned or substantially wholly-owned
          subsidiary of such company) of which substantially all the
                assets are acquired by the Corporation or its subsidiaries after
           October 1, 1950 shall be taken into account for purposes of
determining credited service; and               

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A, Art. II, 1(a)(2)                                                             

    (2) any period of employment with a company in which General
             Motors Corporation held, directly or indirectly, at least 25%
       of the common stock, if such employment was immediately
               followed by employment commencing prior to October 1, 1950 with
        General Motors Corporation or its directly or indirectly
              wholly-owned or substantially wholly-owned domestic or foreign
     subsidiaries provided the inclusion of such period of
               employment is authorized under such rules as may be established
             in conformity with the objectives of the Program by the Named
Fiduciary or its delegate.                      

   (b) For the purposes of this Program, credited service is generally
         considered automatically  broken by a quit or discharge; provided
     that if, after a quit or discharge, an employe has been or is
        rehired, his credited service shall be reinstated as provided in
          Section 4(a) of this Article II.  However, the period during which
   such employe is absent from service because of such quit or
           discharge shall not be included in the calculation of the amount of
          credited service, unless the employe was or is absent from service
       at the request of, or with the approval of, the Corporation for
    the purpose of employment with a company affiliated with the
      Corporation and, upon termination of such employment with such
           affiliate, returned or returns to the service of the Corporation as
         his first employment following his employment with the affiliate.

    (c) Credited service (and years of credited service) as used in this
        Program shall be computed to the nearest full month and shall be
           the sum of the number of years (and months thereof) of (i) credited
         service prior to October 1, 1950, and (ii) credited service on or
           after October 1, 1950.  Provisions regarding credited service prior
          to October 1, 1950, are set forth in the General Motors Retirement
         Program for Salaried Employes as amended through October 1, 1984.

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                                                                   A, Art. II, 2

SECTION 2. CREDITED SERVICE SUBSEQUENT TO OCTOBER 1, 1950                       

 (a) Credited service shall consist of the number of years (to the
nearest 1/12 thereof) represented by:                   

      (1) All periods of regular employment subsequent to October 1,
     1950, for which an employe receives compensation.  No
      credited service shall accrue hereunder for an employe
            classified as a Flexible Service employe except as otherwise
provided in subsection (e) of this Section 2.   

           (2) All periods of absence prior to (i) an employe's retirement, or
           (ii) termination of employment, whichever is earlier, under
        a compensable Disability Leave of Absence, as defined in
Section 8 of this Article II.                   

           (3) All periods of absence prior to (i) an employe's retirement, or
     (ii) termination of employment, whichever is earlier,
        under an approved Military Leave of Absence provided the
          employe is reemployed in accordance with the terms of such
           leave of absence.  However, such credited service shall not
            exceed four years, or such longer period during which he has
              reemployment rights pursuant to any Federal law, and provided,
              further, that the employe is reemployed in accordance with the
       terms of such leave of absence or, if reemployed by the
            Corporation at a location other than the location from which
          the leave was granted, within 90 days from the date of his
discharge from the armed forces.                

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A, Art. II, 2(a)(4)                                                             

          (4) All periods of absence during any calendar year after December
            31, 1967 and prior to an employe's retirement under a layoff
         or an approved noncompensable Disability Leave of Absence
               provided the employe receives compensation for periods totaling
          at least one month during such calendar year, and provided
           further, that if such layoff or Disability Leave of Absence
        commences in a calendar year after December 31, 1969 and
            continues after that year, credited service shall be granted
             for each calendar month of such absence, not to exceed eleven
           months of credit for all such absence related to receipt of
              such compensation from the Corporation in the first year.  For
             the purposes of this subparagraph (a)(4) only, an employe who
             is laid off and whose first day of absence due to such layoff
             is the first regularly scheduled work day in January shall be
          deemed to have been laid off on December 31 of the year in
           which he last worked.  An employe who returns to work on or
           after October 1, 1979 and receives pay for a period of less
           than one month and who thereafter returns to such layoff or
              Disability Leave of Absence, shall not be disqualified, solely
           because of the receipt of such pay, from receiving any such
          credit for which he otherwise would be eligible hereunder.

(b) An employe who is at work on or after March 1, 1982, and    

(1) is laid off on or after March 1, 1982, and          

            (2) has 10 or more years of credited service at the time such layoff
commences, and                                  

      (3) while on such layoff receives the maximum eleven months of
              credited service for absence due to layoff or Disability Leave
            of Absence in accordance with subparagraph (a)(4) above, and

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A, Art. II, 2(b)(4)                                                             

 (4) thereafter continues to be absent due to such layoff,

           shall be granted credited service for each additional month of such
    absence, not to exceed a maximum of twelve months of credit.

      (c) For an employe who has at least five years of credited service (1)
        as of December 31, 1967 and who was absent under a layoff during
         any calendar year after December 31, 1955 and prior to January 1,
       1963, or (2) as of December 31, 1973 and who was absent under a
            layoff during any calendar year after December 31, 1950 and prior to
        January 1, 1956, or (3) as of October 1, 1979 and who was absent
           under a layoff during any calendar year after December 31, 1962 and
          prior to January 1, 1968, or (4) as of October 1, 1984 and who was
          absent under a layoff during any calendar month after December 31,
    1978 and prior to January 1, 1984, credited service shall be
       granted for each calendar month of such absence, not previously
           credited under this Section 2 during which such employe remained on
           layoff status and retained credited service, the amount of credited
          service to be granted per year being the months of such absence in
          such year multiplied by a percentage as set forth in the following
table:                                                  

                                                                [Download Table]

        Employe's Credited Service on                   
 December 31, 1967 in the Case of (1) Above             
or December 31, 1973 in the Case of (2) Above           
 or October 1, 1979 in the Case of (3) Above            
 or October 1, 1984 in the Case of (4) Above         %  
--------------------------------------------------------
                                                        

        20 years or more                             100
        15 years but less than 20 years              75 
        10 years but less than 15 years              50 
         5 years but less than 10 years              25 


provided that the employe makes proper application.     

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A, Art. II, 2(d)                                                                

  (d) All periods on an approved leave of absence as provided for in
       certain collective bargaining agreements pursuant to policy and
rules as may be established by the Corporation.         

   (e) All hours worked and compensated while classified as a Flexible
   Service employe on and after August 7, 1984, except that no
credited service will accrue prior to the later of:     

(1) one year of employment, or                          

   (2) attainment of age 21 (age 25 prior to October 1, 1985).

   Credited service during Flexible Service employment will be
     based on compensated hours worked and will accumulate only if
     the employe works 750 or more hours during the calendar year,
as follows:                                             

                                                                [Download Table]

                                 Equivalent Months 
   Compensated Hours            of Credited Service
---------------------------------------------------
                                                   
           Less than 750                None       
   750 but less than 895                  6        
 895 but less than  1040                  7        
1040 but less than  1185                  8        
1185 but less than  1330                  9        
1330 but less than  1475                 10        
1475 but less than  1615                 11        
1615 or more                             12        

     (f) Notwithstanding any other section of this Article II, in the case
       of an employe who shall retire on or after October 1, 1990, the
        employe's credited service for the period before January 1, 1966
    shall not be less than the employe's length of service as of
December 31, 1965.                                      

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A, Art. II, 3                                                                   

SECTION 3. LOSS OF CREDITED SERVICE                                             

 Unless otherwise provided by the Named Fiduciary or its delegate,
    credited service will be broken, and all prior credited service will
     be lost, notwithstanding the provisions of Sections 1 and 2 above, if
the employe:                                                    

(a) Quits,                                                      

(b) Is discharged for cause,                                    

     (c) Is paid a separation allowance because of his refusal to accept a
  salaried position or an hourly-rate job in accordance with
Corporation policy,                                     

   (d) Is laid off or is given an approved leave of absence (excluding
           Military and compensable Disability Leave of Absence) if the period
       of continuous absence is one year or more and is equal to or in
        excess of the employe's credited service prior to such layoff or
approved leave of absence,                              

       (e) Fails to report for work in accordance with the terms of a Military
or compensable Disability Leave of Absence,             

   (f) Is given a final release or a mutually satisfactory release, or

       (g) Is separated under any classification other than those specifically
covered above.                                          

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A, Art. II, 3                                                                   

For the purposes of this Section 3, credited service will not be
     broken and prior credited service will not be lost as a result of any
     separation if the period following immediately thereafter is a period
during which compensation by the Corporation or its directly or 
 indirectly wholly-owned or substantially wholly-owned domestic or
 foreign subsidiaries was on a commission basis and such period is
      followed immediately thereafter by salaried or hourly-rate employment.
    However, except as provided in Section 10 of General Provisions, any
     such period during which compensation was on a commission basis shall
     not be included in the calculation of the amount of credited service.

SECTION 4. REINSTATEMENT OF CREDITED SERVICE                                    

  (a) Any employe who loses credited service under the provisions of
  Section 3 immediately above and is later reemployed by the
           Corporation shall have such credited service reinstated upon making
proper application.                                     

(b) Any employe retired under the total and permanent disability
           provisions of this Program who subsequently is deemed recovered and
          whose disability benefit then ceases will then have reinstated the
  credited service the employe had at the time of disability
       retirement, provided the employe is reemployed, or is granted a
     leave of absence or otherwise given the status of an inactive
employe, by the Corporation.                            

    (c) Any employe retired under the provisions of this Program, except
      total and permanent disability retirement, who subsequently is
          reemployed by the Corporation or one of its directly or indirectly
         wholly-owned or substantially wholly-owned subsidiaries will then
           have reinstated the credited service the employe had at the time of
retirement.                                             

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                                                                A, Art. II, 4(d)

        (d) If a former employe who is entitled to a deferred retirement benefit
 under Part A and, if applicable, a deferred supplementary
        retirement benefit under Part B (or a deferred pension under the
         "General Motors Hourly-Rate Employes Pension Plan") is reemployed
     by the Corporation prior to the commencement of such deferred
   retirement benefits, such employe shall, upon making proper
         application, have reinstated, in lieu of such deferred retirement
          benefits, the credited service lost at the time the employe became
          entitled to such deferred retirement benefits; provided that if an
employe with 10 or more years of credited service       

      (1) is reemployed by, and works for, the Corporation within 36
         months of the date he lost credited service under Section
3 of this Article II, and                       

       (2) becomes disabled while employed by the Corporation for less
             than 5 months, and such disability is continuous for a period
        of 5 months during which he makes proper application and
             submits medical evidence satisfactory to the Corporation that
he is totally and permanently disabled,         

      he will be deemed eligible for a disability retirement benefit
    under Section 4 of Article I of this Part A and such benefit
will be payable  pursuant to Section 2 of the General   
     Provisions of this  Program, as though he had been an employe
throughout such  disability period.                     

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A, Art. II, 5                                                                   

SECTION 5. CREDITED SERVICE OF EMPLOYES FORMERLY ON THE HOURLY ROLL             

   Any employe transferred from the hourly roll to the salary roll, or
     hired as a salaried employe following the loss of credited service as
      an hourly-rate employe, shall, upon making proper application, receive
  credit to the nearest 1/10th of a year for his credited service as
 recognized under the "General Motors Hourly-Rate Employes Pension
  Plan".  Employment while covered under The GM Special Pension Plan
     shall not be credited hereunder, except for an employe with seniority
      on March 1, 1988, who has not received a cash payment representing his
accrued benefit under The Special Pension Plan.                 

SECTION 6. SERVICE WITH A FOREIGN SUBSIDIARY                                    

   An employe whose employment as an hourly or salaried employe with a
 directly or indirectly wholly-owned or substantially wholly-owned
    foreign subsidiary of General Motors Corporation has been terminated
      other than by retirement, shall be granted credited service under this
      Program for any periods of active service with such foreign subsidiary
    or, if greater, the amount of service credited to such employe under
    any pension or retirement plan of the foreign subsidiary at the time
     of his termination, excluding any directly or indirectly wholly-owned
    or substantially wholly-owned subsidiary of the Corporation acquired
     or formed by the Corporation on or after March 1, 1984, provided such
      service was prior to his most recent period of active service credited
under this Program.                                             

  Any monthly Part A benefits or supplementary benefits under Part B
payable under this Program to a retired employe who has received
  credited service under this Section 6 will be reduced by an amount
     equivalent to the total of any monthly benefits (or lump-sum payment)
that could be payable to such employe under any                 

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                                                                   A, Art. II, 6

      other retirement plan to which the foreign subsidiary has contributed,
excluding, however, any retirement benefits or portion thereof  
  purchased by employe contributions.  Any survivor benefits payable
    under this Program to a survivor of such an employe shall be subject
   to similar reduction by monthly survivor benefits payable under any
other plan to which the foreign subsidiary has contributed.     

SECTION 7. NO DUPLICATION OF CREDITED SERVICE                                   

    There shall be no duplication of credited service and no more than a
     year's credit will be given for any calendar year except as otherwise
 provided in Sections 10 and 12 of this Article II with respect to
foundry and asbestos service.                                   

SECTION 8. COMPENSABLE DISABILITY LEAVE OF ABSENCE                              

       The term "Compensable Disability Leave of Absence" as used herein means
       an absence from work because of occupational injury or disease incurred
in the course of employment, and on account of which absence the
   employe receives Workers Compensation while on an approved leave of
absence.                                                        

SECTION 9. TEMPORARY EMPLOYMENT                                                 

    A regular employe, with periods of temporary employment prior to the
  date he last worked as a regular employe, will be granted credited
      service for actual time paid while working on any temporary employment
immediately preceding regular employment.                       

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A, Art. II, 10                                                                  

SECTION 10.  FOUNDRY SERVICE                                                    

       An employe who has credited service on or after October 1, 1990 and who
    at retirement has over 10 years of credited service which he accrued
      while employed in certain salaried positions in specified foundries as
 set forth in Appendix A shall receive additional credited service
       related thereto for purposes of this Part A. Total credited service for
   any such employe shall be the sum of (i) credited service otherwise
    credited to him, and (ii) any such additional credited service which
shall be credited to him in accordance with the following table:

                                                                [Download Table]

   Years of Credited Service         Additional   
   Credited on Foundry Jobs       Credited Service
--------------------------------------------------
                                                  
For years 1 through 10                    0       
For 10 years, 1 month through 25       33-1/3%    
For years over 25                        20%      

SECTION 11.  HOURS, YEARS AND BREAKS IN SERVICE TO COMPLY WITH                  
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974   

      (a) An employe who breaks credited service on or after October 1, 1990
         who would be eligible for a deferred benefit under Article III of
        this Part A, except solely for the fact that he does not have at
         least 5 years of credited service under the foregoing Sections of
       this Article II, shall be eligible for a deferred benefit under
        the provisions of Article III of this Part A, if at the time the
         employe breaks credited service, he has 5 years of service solely
   as determined under this Section 11, and provided that such
        employe is credited with one hour or more of credited service or
service accrued on or after January 1, 1989.            

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                                                             A, Art. II, 11(b)

  (b) The monthly amount of any such deferred benefit shall be based
     solely on the credited service that the employe had under the
    foregoing Sections of this Article II when he broke credited
service.                                                

    (c) No employe shall be eligible to be covered under this Section 11
        until he (i) attains age 21, or (ii) completes 1 year of service
          under this Section 11, whichever is later.  Rehired employes shall
participate immediately.                                

     (d) An employe shall complete 1 year of service when he completes 750
          hours of service in the 12 consecutive month period beginning with
          his employment commencement date.  If an employe fails to complete
        750 hours of service in such period, he shall complete 1 year of
      service in the first 12 consecutive month period thereafter in
   which he completes 750 hours of service, measured from each
   succeeding anniversary of his employment commencement date.
           Thereafter, an employe shall complete 1 year of service during each
      12 consecutive month period in which he completes 750 hours of
service, measured from the anniversary of his employment
         commencement date.  A year of service under this Section 11 shall
 include service (i) with affiliated group members accrued
        subsequent to acquisition, (ii) rendered to the Corporation as a
     former leased employe (but only upon employe application with
        substantiation of such service satisfactory to the Corporation),
          and (iii) rendered to the Corporation as an hourly-rate employe in
      accordance with I.R.C. Section 414(b), (c), (m), (n), and (o).

 (e) An employe who satisfies the eligibility requirements of this
       Section 11, and who is otherwise entitled to participate in the
         Program, shall commence participation under this Section 11 if he
         satisfies such requirements (i) between April 1 and September 30;
     on the first day of the plan year beginning after the date on
which such requirements are satisfied, or (ii) between  
      October 1 and March 31; on the first day of the plan year that
           includes the date such requirements  are satisfied, but in no event
       shall any employe participate  hereunder if he breaks length of
service prior to such commencement date.                

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A,Art.II,11(f)                                                                  

 (f)     An employe shall complete an hour of service under this
      Section 11 for each hour for which he is paid by the
        Corporation for working or for which he is paid by the
              Corporation for having been entitled to work.  Any hours for
           which an employe receives pay for having been entitled to
                work, irrespective of mitigation of damages, shall be credited
             to the period or periods he was so entitled, rather than to
              the period in which he receives such pay.  There shall be no
            duplication of any hours of service under this Section 11.

 (g)     Solely for purposes of determining years of service for
              vesting under this Section 11, all of the employe's years of
               service shall be taken into account except the following: (i)
            years of service before age 18 (age 22 prior to October 1,
             1985); (ii) years of service before January 1, 1971, unless
                the employe has at least 3 years of service after December 31,
           1970; (iii) years of service prior to any 1-year break in
               service as defined herein, until the employe completes a year
               of service after such break; (iv) for non-vested participants
             under this Section 11, years of service prior to any 1-year
           break in service if the number of such consecutive breaks
            equals or exceeds the aggregate number of years of service
              prior to such break, for a non-vested participant at work on
                or after October 1, 1985, years of service prior to any 1-year
           break in service if the number of such consecutive breaks
                equals or exceeds the greater of 5, or the aggregate number of
              years prior to such break (such aggregate number of years of
          service before such break shall not include any years of
          service not required to be taken into account under this
                Section 11 by reason of any prior break in service); (v) years
               of service before October 1, 1976, if such service would have
             been disregarded under rules of the Program as in effect on
            October 1, 1976, regarding breaks of service; and (vi) any
            year in which the employe completes less than 750 hours of
service.                                      

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                                                                  A,Art.II,11(h)

     (h)     An employe shall incur a 1-year break in service under this
               Section 11 in any 12 consecutive month period during which he
            does not complete more than 375 hours of service, measured
           from the anniversary of his employment commencement date.
           Solely for purposes of determining whether an employe has
             incurred such 1-year break in service, in addition to hours
              worked which are paid by the Corporation, any hours which an
       employe does not work but for which he is paid by the
         Corporation for vacation, sickness or disability, or is
                entitled to be so paid, directly or indirectly, shall be taken
              into consideration.  For any absence from work commencing on
         and after October 1, 1985 by reason of pregnancy of the
            individual, childbirth, placement of a child related to an
            adoption, or for child care purposes immediately following
             such birth or placement, the employe shall be credited with
          the hours of work for which he otherwise would have been
               scheduled, or, if unable to determine such scheduled hours, 8
                hours for each work day of such absence, not to exceed a total
         of 501 hours for any such absence.  Such hours shall be
        credited in the year in which the absence commences if
           necessary to prevent incurring a 1-year break in service,
           otherwise such hours shall be credited in the immediately
following year.                               

SECTION 12.  ASBESTOS SERVICE                                                   

     An employe with credited service on or after October 1, 1990 who at
    retirement has over 10 years of credited service which was accrued
    while employed in certain salaried positions in specified asbestos
operations as set forth in Appendix B shall receive additional
      credited service related thereto for purposes of this Part A, in the
same manner as set forth in Section 10 of this Article II.    

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A, Art. III                                                                     

ARTICLE III 
RETENTION OF DEFERRED RETIREMENT BENEFIT IF SEPARATED 

(a)     Any employe who, on or after October 1, 1990, loses   
              accumulated credited service under the provisions of Article
               II of this Part A shall be eligible for a deferred retirement
              benefit under this Part A if such employe is not retired and
             eligible for benefits pursuant to Article I of this Part A,
      and provided the credited service of such employe at
               separation is at least 5 years, or such employe satisfies the
               service requirements of Section 11 of Article II of this Part
                A, and provided that such employe is credited with one hour or
           more of credited service or "service" accrued on or after
          January 1, 1989, or such employe has attained the Normal
          Retirement Age as defined in Section 1(g) of the General
Provisions.                                   

        (b)     The monthly amount of any deferred retirement benefit shall be
               a basic benefit for each year of credited service, determined
            by his Benefit Class Code as set forth in Section 1 (c) of
                Article I of this Part A when he lost credited service, as set
forth in the table immediately following:     

                                                                [Download Table]

   Date of Loss            Benefit          Basic 
        of                  Class          Benefit
 Credited Service            Code            Rate 
--------------------------------------------------
                                              $   
                                                  
October 1, 1990               A              28.35
through                       B              28.60
September 30, 1991            C              28.85
                              D              29.10
October 1, 1991               A              29.50
through                       B              29.75
September 30, 1992            C              30.00
                              D              30.25
October 1, 1992               A              30.70
and After                     B              30.95
                              C              31.20
                              D              31.45

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                                                            A, Art. III, (c)

    (c)     A former employe who is eligible for a deferred retirement
            benefit may at the election of such former employe receive
either                                        

        (1)    a monthly benefit commencing at or after age 65
                      determined in accordance with subsection (b) above, or

               (2)    a monthly benefit commencing after age 55 and prior to
                   age 65 determined in accordance with subsection (b)
above, reduced as follows:      

                                                                [Download Table]

    Age When                              
Benefit Commences            Percentage(*)
---------------------------------------   
                                          
       55                      42.8%      
       56                      46.8       
       57                      51.2       
       58                      55.5       
       59                      59.6       
       60                      64.0       
       61                      71.2       
       62                      78.4       
       63                      85.6       
       64                      92.8       
       65                     100.0       

(*) Prorated for intermediate ages computed on the basis of the number of       
complete calendar months by which the employe is under the age he will  
attain at his next birthday.                                            

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A, Art. III, (d)                                                                

     (d)     The deferred retirement benefit shall be payable commencing
              the first day of the month coinciding with or next following
             the employe's attainment of the applicable age set forth in
                subsection (c) of this Article III or, if later, the first day
           of the month following the month in which the Corporation
               receives a written request from such former employe; provided
                that such written request shall be valid and effective only if
           it is filed with the Corporation not earlier than 60 days
             prior to the date such former employe first became eligible
            for such benefit, and, for such employe who broke credited
           service prior to October 1, 1976, not later than his 70th
             birthday, otherwise no deferred retirement benefit shall be
payable at any time.                          

        (e)     The amount of any monthly retirement benefit otherwise payable
                to a former employe eligible for a deferred retirement benefit
              will be reduced by the value of any past and future benefits
             paid or payable to any alternate payee(s) under a Qualified
               Domestic Relations Order within the meaning of I.R.C. Section
414(p).                                       

                The actuarial value will be used to determine any amount to be
             paid to any such payee(s), if applicable, and the remaining
benefit entitlement of the employe.           

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                                                                     B, Art. I

PART B - CONTRIBUTORY BENEFITS

ARTICLE I 

PROVISIONS RELATING TO PRIMARY BENEFITS 
AND SUPPLEMENTARY BENEFITS

SECTION 1. ELIGIBILITY REQUIREMENTS                                             

(a)     FOR PRIMARY BENEFITS                                  

    Each salaried employe will be eligible to commence
         contributing under Part B on the first day of any month
             provided that at the time he commences to contribute all of
the following conditions are met:             

(1)      Such employe has reached age 21;     

             (2)      Such employe has at least six months of continuous
service; and                

          (3)      Such employe's base salary rate is greater than
$2000 per month.            

(b)     FOR SUPPLEMENTARY BENEFITS                            

         (1)      An employe who has 5 or more years of credited
                        service as determined under Article II of Part A, or
                       an employe who satisfies the "service" requirements
                        of Section 11 of Article II of Part A, or an employe
                         retired as a normal retirement on or after October 1,
                         1990, and in any case is eligible to receive benefits
              under Part A, shall be entitled to receive
                supplementary benefits under this Part B, if
                     otherwise eligible based upon his average monthly
           base salary, for the following periods:

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B, ART. I,1(b)(1)(i)                                                            

                   (i)     any period of credited service prior to
                               October 1, 1950, provided that on and after
                              October 1, 1950 the employe contributes at
                         all times while eligible and does not
                       withdraw his contributions prior to
              termination of employment,

                     (ii)    the continuous period of credited service
                              during which the employe contributes under
                               Part B at all times while eligible to do so
                             and during which he does not withdraw his
                         contributions prior to termination of
   employment, and

                      (iii)   any period, not credited under (i) or (ii)
                                 immediately above, prior to the earliest date
                        on which the employe was eligible to
                                 contribute or age 30, if later, provided that
                              such period shall not exceed the number of
                              years and fractions thereof credited under
(ii) above. 

              (2)      For the purpose of making the computation described
                       in paragraph (1) immediately above, if the employe:

                       (i)     failed to contribute (aa) while temporarily
                            absent and receiving salary at a reduced
                                rate, or (bb) for a period of absence during
                           which contributions are permitted under
                              Section 4 of Article II of this Part B, or
                            (cc) while under age 30, he shall not be
                            considered to have broken the continuous
                            period during which he contributed while
eligible,   

                      (ii)    withdrew his contributions while on layoff
                            which did not result in loss of credited
                                 service prior to such layoff, he shall not be
                    considered to have withdrawn his
                         contributions prior to termination of
   employment, and

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                                                         B, ART. I, 1(b)(2)(iii)

                         (iii)   withdrew his contributions under this Program
                         while employed by any wholly-owned or
                               substantially wholly-owned subsidiary whose
                            employes are excluded from participation
                                under this Program, the employe will forfeit
                            any monthly Part B benefits for which he
                         otherwise would have been eligible at
                               retirement except as provided under Article
                       II, Section 1(a)(2) of this Part B.

SECTION 2.       RETIREMENT BENEFITS                                            

(a)     RETIREMENT AT OR AFTER AGE 65                         

              Retirement benefits, if any, under Part B for an employe who
              retires at or after age 65 will commence on the first day of
           the month coinciding with or next following the employe's
first day of absence because of retirement.   

(1)     PRIMARY BENEFITS                                      

              The annual rate of primary retirement benefits payable after
             retirement under Part B at age 65 or after will be equal to
the sum of                                    

              (i)      60% of the total of the employe's own contributions
made prior to July 1, 1977, 

             (ii)     75% of the total of such contributions made on and
                        after July 1, 1977 and prior to October 1, 1979, and

              (iii)    100% of the total of such contributions made on and
after October 1, 1979.      

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B, ART. I, 2(a)(2)                                                              

(2)     SUPPLEMENTARY BENEFITS                                

              The monthly supplementary retirement benefits shall be 1% of
            the employe's average monthly base salary in excess of the
                amount indicated below times the number of years and months of
                the employe's credited service, as determined under Article II
             of Part A, or as may be adjusted under Section 1 (b) above:

                                                                [Download Table]

                    Retirement With      Part B Supplementary Benefit     
                   Benefits Payable   Based on Average Monthly Base Salary
                      Commencing               In Excess of:              
       --------------------------------------------------------------     
                                                                          

                   October 1, 1990                 $                      
                   through                                                
                   September 1, 1991             2,910.00                 

                   October 1, 1991                                        
                   through                                                
                   September 1, 1992             3,025.00                 

                   October 1, 1992                                        
                   and after                     3,145.00                 

(b)     RETIREMENT BETWEEN AGES 60 AND 65                                 

               (1)      If an employe retires voluntarily at or after age 60
               prior to age 62, there shall be payable any
                      primary and supplementary benefits to which he may
                    enitled on account of service rendered up to the
                    of his retirement commencing on the first day of
                   the month coinciding with or next following his
                      attaining age 62 or he may elect to receive either
                    his primary benefit or supplementary benefit, or
                        both, on a reduced basis commencing on the first day
                       of any month coinciding with or following his first
                         day of absence because of retirement and prior to age
                     62. with such reduction being as set forth in the
                   table in Part A, Article I, Section 2(b)(2)(i).

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                                                            B, ART. I, 2(b)(2)

             (2)      An employe discharged for cause at or after age 60
                         and prior to age 65 shall be entitled to the benefits
       described in Section 2(b)(1) above.

(c)     RETIREMENT PRIOR TO AGE 60 OTHER THAN FOR TOTAL AND PERMANENT           
DISABILITY                                                      

             (1)      If an employe who has 10 or more years of credited
                      service retires voluntarily (i) at or after age 55
                       and prior to age 60 and whose combined years of age
                        and years of credited service (to the nearest 1/12th
                         in each case) at retirement total 85 or more, or (ii)
                     prior to age 55 with 30 or more years of credited
                  service, and in either case was hired prior to
                        January 1, 1988, he shall be entitled to primary and
                   supplementary retirement benefits on account of
                     service rendered up to the date of his retirement
                       commencing on the first day of the month coinciding
                       with or next following his attainment of age 62, or
                         he may elect to receive either his primary benefit or
                     supplementary benefit, or both, commencing on the
                       first day of any month coinciding with or following
                      his first day of absence because of retirement and
                       prior to age 62 in which case any benefits shall be
                   reduced from the amount that would otherwise be
                payable commencing at age 62 multiplied by a
                   percentage as set forth in the table in Part A,
  Article I, Section 2(b)(2)(i).

             (2)      If an employe who has 10 or more years of credited
                      service retires voluntarily at or after age 55 and
                       prior to age 60 and (i) whose combined years of age
                        and years of credited service (to the nearest 1/12th
                      in each case) at retirement total less than 85, or
                      (ii) who was hired on or after January 1, 1988, he
                  shall be entitled to primary and supplementary
                         retirement benefits on account of service rendered up
                         to the date of his retirement commencing on the first
                      day of the month coinciding with or next following
       his attainment of age 65, or he may

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B, ART. I, 2(C)(2)                                                              

                  elect to receive either his primary benefit or
                     supplementary benefit, or both, commencing on the
                       first day of any month coinciding with or following
                      his first day of absence because of retirement and
                       prior to age 65 in which case any benefits shall be
                   reduced from the amount that otherwise would be
                payable commencing at age 65 multiplied by a
                   percentage as set forth in the table in Part A,
   Article I, Section 2(b)(2)(ii).

              (3)      An employe (i) who has 10 or more years of credited
                       service and who is discharged for cause at or after
                     age 55 and prior to age 60, or (ii) who has 30 or
                      more years of credited service, was hired prior to
                    January 1, 1988, and who is discharged for cause
                      prior to age 55, shall be entitled to the benefits
                   described in Sections 2(c)(1) or 2(c)(2) above,
whichever is applicable.    

       (d)     RETIREMENT PRIOR TO AGE 65 FOR TOTAL AND PERMANENT DISABILITY

        If an employe is retired prior to age 65 for total and
         permanent disability and commences to receive total and
               permanent disability benefits under Part A, any supplementary
            benefits to which he may be entitled on account of service
                rendered up to the date of his retirement which are payable at
        age 65 shall be payable commencing at the same time as
           benefits payable under Part A without reduction in amount
                because of such earlier commencement.  Any primary benefits to
           which the employe may be similarly entitled and which are
                payable at age 65 shall be payable commencing on the first day
                of the month with respect to which the initial benefit payment
             is made under Part A without reduction in amount because of
such earlier commencement.                    

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                                                             B, ART. I, 2(e)

(e)     REEMPLOYMENT                                          

              If a retired employe who is receiving retirement benefits is
         reemployed by the Corporation or one of its directly or
                indirectly wholly-owned or substantially wholly-owned domestic
               or foreign subsidiaries, payment of his Part B benefits shall
              cease and he shall be treated thereafter for the purposes of
                this Program as if he had not previously retired, except that:

               (1)      For the purpose of (aa) the death benefit provisions
                         of Section 5(c)(4) and 6(a)(1) of this Article I, and
                        (bb) the provisions of Section 1(a)(2) of Article II
                         of this Part B relating to the return of an employe's
                 contributions, and solely with respect to the
                      employe's contributions made prior to the date his
                        primary benefits commenced because of retirement, no
              interest will be credited on the employe's
                         contributions for the period during which he received
                       such primary benefits and upon his reemployment his
                        contributions will be deemed to have been reduced by
                      the amount of such primary benefits (but with such
             reduction not to exceed the amount of his
     contributions plus interest); and

    (2)      the amount of any death benefit otherwise
                      subsequently payable under Section 6(a)(2) of this
                        Article I shall be reduced by an amount equal to the
                       amount of reduction specified in the preceding item
(1).                        

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B, ART. I, 3                                                                    

SECTION 3. EMPLOYE CONTRIBUTIONS                                                

        (a)     Each employe participating in Part B for primary benefits will
              contribute 1.25% of the amount of his monthly base salary in
excess of $2,000.                             

        (b)     An employe may accrue Part B primary benefits for no more than
           35 years.  In that regard, however, an otherwise eligible
              employe who remains at work for GM after contributing for 35
                years, may continue to contribute, while otherwise eligible to
           do so, except that his contributions made in his earliest
            months of Program participation, commencing with the first
                month of participation and continuing sequentially thereafter,
            shall be used to reduce, on a dollar-for-dollar basis, the
        gross amount of each current monthly contribution that
              otherwise might be made, as determined by the employe's most
                recent monthly base salary.  The full amount of all such prior
          contributions used in any such reduction will be used to
          determine the employe's monthly amount of Part B primary
                benefits, but at the updated Part B benefit accrual rate.  The
              overall effect of the treatment described herein is to limit
               to 35 years the period in which any employe may accrue Part B
              primary benefits, but to maximize the monthly Part B primary
benefit generated by such contributions.      

      (c)     An employe may continue to contribute from the date he first
             becomes eligible until he (1) ceases to be eligible, or (2)
           retires, any provisions of the preceding paragraph to the
contrary notwithstanding.                     

   (d)     If an employe at any time or for any reason withdraws his
        contributions, he shall not be entitled to any primary
                retirement benefits under Part B with respect to any period of
                service prior to the date of such withdrawal of contributions,
              except as otherwise provided in Sections 1(a)(1) abd (2) and
             2(c)(2) of Article 11 of this Part B, or in subsections (e)
and (g) of this Section 3.                    

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                                                             B, ART. I, 3(e)

    (e)     If an employe with 5 or more years of credited service, as
               determined under Article II of Part A, at any time or for any
              reason withdraws his contributions, he shall not forfeit any
               deferred benefits which are attributable to the Corporation's
         contributions made up to the time of such withdrawal of
contributions.                                

   (f)     If an employe at any time or for any reason withdraws his
                contributions, he shall not be entitled to make any additional
                withdrawal of his contributions for a period of two years from
the date of such withdrawal of contributions. 

        (g)     In the event an employe withdraws his contributions under this
               Program, he thereafter shall not have any right to repay in a
               lump-sum the amount withdrawn.  Such employe, if vested, will
              be entitled to a Corporation provided benefit which will not
            be less than an amount determined under (i) Article III of
              Part A, and (ii) this Part B, less an amount attributable to
              the employe contributions withdrawn, as may be determined in
accordance with applicable IRS regulations.   

SECTION 4. OPTIONAL FORMS OF RETIREMENT BENEFITS                                

(a)     SURVIVING SPOUSE COVERAGE                             

            In lieu of any primary or supplementary benefits otherwise
                payable hereunder, an employe who retires or is retired or who
       loses credited service and is eligible for a deferred
              retirement benefit pursuant to the provisions of Articles II
        or III of this Part B, shall be deemed to have elected
                automatically a reduced amount of primary and/or supplementary
             benefits to provide surviving spouse coverage in accordance
         with the provisions of Part A, Article II, Section 5(a)
      through (g) of this program.  An employe may prevent

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B, ART. I, 4(a)                                                                 

       This automatic election during the month prior to the
             effective date by executing a specific written rejection of
          such election, which includes the written consent of his
             spouse witnessed by the program representative, or a notary
             public, on a form approved by the Corporation and filing it
        with the Corporation.  An employe may revoke a written
              rejection of this automatic election, without the consent of
            the spouse, at any time prior to commencement of benefits.

(b)     JOINT AND SURVIVOR OPTION                             

                Under this option, any person may be designated by the employe
              as the contingent annuitant.  The amount of monthly benefits
         payable to such contingent annuitant if such contingent
             annuitant is living at the death of the employe shall equal
             any designated percentage, up to a maximum of 100%, of that
              portion of the employe's reduced monthly benefits (which are
            in lieu of benefits otherwise payable as primary benefits,
            supplementary benefits, or both, as the case may be) as to
             which the coverage is elected.  Benefits hereunder shall be
               provided in accordance with the provisions of Part A, Article
I, Section 6 of this Program.                 

(c)     THE SURVIVING SPOUSE OF AN EMPLOYE WHO                

            (1)      dies on or after attaining age 55 with 10 or more
                       years of credited service, or at any age with 30 or
                       more years of credited service and his date of hire
                      was prior to January 1, 1988, but before the first
                      day of the month coinciding with or next following
                       the first day of absence because of retirement (or,
                        if later, the commencement date of his monthly basic
                    benefit in the case of an employe who defers the
                        receipt of his monthly benefit under Part A, Article
I, Section 2(b)(2)), and    

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                                                          B, ART. I, 4(c)(2)

            (2)      if he had retired at the date of his death, would
                     have been eligible for the coverage under Part A,
                Article I, Section 5(a) of this Program, and

                (3)      is not covered by the provisions of Section 5 of this
Article I                   

            shall be entitled to any primary or supplementary benefits
             otherwise payable in accordance with the provisions of Part
A, Article I, Section 5(h) of this Program.   

SECTION 5. BENEFITS FOR SURVIVING SPOUSE IN EVENT OF AN EMPLOYE'S DEATH PRIOR   
TO RETIREMENT                                             

(a)     ELECTION OF COVERAGE                                  

            An employe who is participating for primary benefits under
            this Part B shall be deemed to have elected automatically,
           subject to all the conditions thereof, to provide, in the
            event of an employe's death prior to retirement, a monthly
              benefit for the further lifetime of the employe's designated
surviving spouse.                             

(b)     BENEFITS PAYABLE                                      

          The monthly benefit payable to such spouse following the
              employe's death while this coverage is, or is assumed to be,
            in effect shall be an amount equal to 60% of the employe's
            accrued primary and supplementary benefits under Part B of
              this Program applicable on account of service rendered up to
           his date of death which would otherwise have been payable
             under this Part B upon retirement of the employe at age 65.
                The 60% will be increased by one-quarter of one percent (1/4%)
         for each 12 months in excess of five (5) years that the
        spouse's age exceeds the employe's age or decreased by
                one-quarter of one percent (1/4%) for each 12 months in excess
          of five (5) years that the spouse's age is less than the
employe's age.                                

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B, ART. I, 5(c)                                                                 

(c)     GENERAL PROVISIONS                                    

          (1)      Payment of the monthly benefit to the surviving
                        spouse following an employe's death shall be in lieu
                   of any death benefits otherwise payable to such
        spouse under Part B of this Program.

              (2)      The benefit payable to an eligible surviving spouse
                        under subsection (b) of this Section 5 shall include
              a benefit related to the employe's accrued
                   supplementary benefit even though the employe's
                        credited service is less than 5 years on his date of
death.                      

          (3)      Payment of the monthly benefit to the surviving
                   spouse following the employe's death while this
                         coverage is in effect shall commence on the first day
                       of the month following the month in which the death
                       of the employe occurs and shall continue during the
              further lifetime of such surviving spouse.

            (4)      Upon the death of the designated surviving spouse
                         following the employe's death while this coverage was
                     in effect, there shall be paid to the beneficiary
                     designated by the employe (or, if the employe has
                    designated no beneficiary, to the estate of such
                         spouse) an amount equal to the excess, if any, of (i)
                         all of the employe's contributions under this Program
                         as to which this coverage is applicable plus interest
                    to the date of the employe's death over (ii) the
                       total of any amounts paid to such spouse under this
coverage.                   

                (5)      No additional contributions under the Program will be
                      required of an employe by reason of this coverage.

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                                                               B, ART. I, 5(d)

(d)     EFFECTIVE DATE OF COVERAGE                            

               The effective date of this coverage shall be the first day of
         the month coinciding with the employe's commencement of
             participation in Part B of this program, except that in the
               case of an employe who marries or remarries subsequent to age
            21, the effective date of the coverage with respect to the
              spouse by such marriage or remarriage shall be the first day
          of the month coinciding with or next following the first
anniversary of such marriage or remarriage.   

(e)     DURATION OF COVERAGE                                  

          Once the coverage has become effective it will remain in
            effect (and benefits will become payable thereunder to the
           designated surviving spouse in the event of the employe's
                 death) up to but excluding the earliest of the following dates:

             (1)      the date of the final dissolution of the employe's
                        marriage other than by the employe's death, unless a
                         Qualified Domestic Relations order within the meaning
                      of I.R.C. Section 414(p) provides to the contrary;

             (2)      the first day of the month coinciding with or next
                        following the employe's first day of absence because
                        of retirement, except that in the case of an employe
                        who retires for total and permanent disability on or
                    after January 1, 1974 with less than 30 years of
                       credited service, the coverage may remain in effect
                       until the first day of the month coinciding with or
                         next following the employe's attainment of age 55; or

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B, ART. I, 5(e)(3)                                                              

             (3)      the first day of the month coinciding with or next
                     following 12 successive months from the effective
                        date of layoff, special leave of absence without pay
                       or transfer to the hourly rolls, except that in the
                  case of an employe who has 10 or more years of
                       credited service, the coverage may remain in effect
                       until the first day of the month coinciding with or
                 next following 24 successive months from such
effective date.             

(f)     ALTERNATIVE COVERAGE                                  

              In the event the coverage described in this Section 5 ceases
         to be effective, and the employe has 5 or more years of
              credited service, or satisfies the "service" requirements of
           Section 11 of Article II of Part A, and in either case is
        credited with one or more hours of credited service or
         "service" accrued on or after January 1, 1989, survivor
       coverage as described in, and in accordance with, the
                provisions of Part A, Article I, Section 5(j) of this Program,
          is provided with respect to any accrued Part B benefits.

SECTION 6. DEATH BENEFITS                                                       

      (a)     Upon the death of the employe or, if later, the death of any
             contingent annuitant designated by the employe if either of
              the coverages provided under Section 4 of this Article I has
             become effective with respect to primary benefits otherwise
       payable under this Part B, there shall be paid to the
              beneficiary designated by the employe or, if the employe has
              designated no beneficiary, to the estate of such employe, an
             amount, if any, determined in accordance with the following
items (1) or (2), whichever is applicable:    

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                                                            B, ART. I, 6(a)(1)

                (1)      DEATH OF THE EMPLOYE PRIOR TO RETIREMENT -- an amount
                   equal to the excess of (i) all of the employe's
                         contributions under this Program plus interest to the
                        date of the employe's death over (ii) the sum of all
                      payments, if any, made to the employe, to any such
                     designated contingent annuitant of benefits under
                         either of such coverages which are in lieu of primary
                        benefits otherwise payable under this Part B, and to
                       any alternate payee subject to a Qualified Domestic
                        Relations Order within the meaning of I.R.C. Section
414(p).                     

            (2)      DEATH OF THE EMPLOYE AT OR AFTER RETIREMENT -- an
   amount equal to the greater of:

(i)     the total of        

                                (aa)     125% of the employe's contributions
                                      made prior to July 1, 1971 under
                                         Section 3 of Article I of this Part
                                     B (or, if greater, 30 times the
                                          amount of monthly primary retirement
                                       benefits accrued prior to July 1,
                                       1971 that would have been payable
                                          under this Part B if neither of such
                                       coverages with respect to primary
                                      benefits otherwise payable under
                                        this Part B had become effective),
         and

                                (bb)     125% of the employe's contributions
                                          made on and after July 1, 1971 under
                                         Section 3 of Article I of this Part
                                          B (or, if greater, the total of such
                                        contributions plus interest to the
                                        date of the employe's retirement),
        or

                    (ii)    all of the employe's contributions under
                              Section 3 of Article I of this Part B plus
                         interest to the date of the employe's
retirement, 

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B, ART. I, 6(a)(2)                                                              

                                 less the sum of all payments, if any, made to
                          the employe and to any such designated
                            contingent annuitant of primary benefits
                              provided under this Part B, or of benefits
                               under either of such coverages which are in
                              lieu of primary benefits otherwise payable
                                 under this Part B, and to any alternate payee
                             subject to a Qualified Domestic Relations
                               Order within the meaning of Section 414(p).

                                In the case of an employe whose death occurs
                             while the coverage set forth in Section 5
                               above is in effect, the foregoing terms and
                               provisions of this Section 6 are subject to
                         and limited by the conditions of such
coverage.   

         (b)      Except as provided in Sections 4 and 5 of this
                        Article I, which describe optional benefits that may
                        be related to, or in lieu of, supplementary benefits
                         under this Part B, no benefit related to an employe's
                      accrued supplementary benefit is payable following
               the death of an employe or retired employe.

SECTION 7.       BENEFITS FOR EMPLOYES WHO RETIRED WITH BENEFITS PAYABLE        
COMMENCING PRIOR TO OCTOBER 1, 1990           

        (a)     Except as otherwise provided in this Section 7, an employe who
              retired with benefits payable commencing prior to October 1,
                1990, or the eligible surviving spouse or contingent annuitant
            of such an employe, or the eligible surviving spouse of an
           employe who died in active service prior to September 18,
               1990, with the coverage to provide benefits for his surviving
              spouse in effect, shall be entitled to the benefits, if any,
          under the Program as it existed immediately prior to the
          amendments which became effective as of October 1, 1990.

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                                                                 B, Art. I, 7(b)

    (b)     Effective October 1, 1990, the benefits payable under this
            Part B to such retired employes or the benefits payable to
                retired employes, surviving spouses, and contingent annuitants
                in lieu of, or related to, such benefits shall be increased to
               the extent necessary to provide monthly Part B benefits equal
              to the benefits which would have been payable had the Part B
         benefits payable to the employe at or after age 65 been
         increased by 0.195% for each complete calendar month of
         retirement between October 1, 1987 and October 1, 1990.

(c)     In applying the formula described in subsection (b)   
       immediately above, the following rules shall be used:

               (1)      the total annual increase in benefits payable to the
                         employe at or after age 65 as set forth in subsection
(b) shall not exceed 7%;    

            (2)      in the case of an eligible surviving spouse of an
                         employe who died in active service, the formula shall
                      be based on the number of complete calendar months
                      from the date of the employe's death or October 1,
       1987, if later, to October 1, 1990.

        (d)     An employe who retired under the Program with benefits payable
             commencing prior to September 18, 1990 and who has survivor
             coverage in effect with respect to all, or any part, of his
           Part B benefits but whose designated spouse or contingent
          annuitant is deceased prior to September 18, 1990, shall
             receive the increase in benefits which otherwise would have
                been payable to him under this Section 7 on or after September
 18, 1990 as if such coverage was not in effect.

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B, Art. I, 7(e)                                                                 

 (e)     Notwithstanding any of the foregoing provisions of this
               Section 7, an employe who retired voluntarily between ages 55
                and 59 with benefits payable commencing prior to September 18,
             1990, and whose combined years of age and years of credited
              service totaled less than 85, or an employe whose separation
                from service prior to age 60 was classified by the Corporation
         as a discharge for cause, shall not be eligible for the
  increase in benefits provided in this Section 7.

       (f)     Any early retirement supplement or interim supplement payable
       pursuant to Section 7 of Article I of Part A shall be
      redetermined taking into account any increase in the
     supplementary benefit payable under this Section 7.

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                                                                      B, Art. II

ARTICLE II

PROVISIONS RELATING SPECIFICALLY TO PRIMARY BENEFITS

SECTION 1. SEPARATION FROM SERVICE PRIOR TO AGE 60                              

       (a)     Except as otherwise provided under subsections (b) and (c) of
               this Section 1, an employe upon separating from service prior
          to age 60 for any reason except death or retirement must
either:                                       

         (1)      leave his contributions in Part B and receive,
                       commencing on the first day of the month coinciding
                      with or next following the employe's attainment of
                        age 65 (or, on a reduced basis pursuant to paragraph
                        (c)(2) of Article III of Part A, on the first day of
                        any month coinciding with or following the employe's
                  attainment of age 55 and prior to age 65), the
                       deferred primary retirement benefit which will have
                         accrued under Part B by his own contributions and, if
                       he has contributed for at least five years or has 5
                         or more years of credited service as determined under
           Article II of Part A, the Corporation's
contributions; or           

       (2)      elect to have returned to him all of his own
                      contributions under Section 3 of Article I of this
                     Part B plus interest to the date of such election
                         and, if he has 5 or more years of credited service as
                  determined under Article II of Part A, he will
                         receive a deferred benefit related to the Corporation
                        contributions made up to the time of such withdrawal
                        of contributions, commencing on the first day of the
                         month coinciding with or next following the employe's
                         attainment of age 65 (or, on a reduced basis pursuant
                        to paragraph (c)(2) of Article III of Part A, on the
                       first day of any month coinciding with or following
the employe's               

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B, Art.  II, 1(a)(2)                                                            

                   attainment of age 55 and prior to age 65).  Any
                    return of contributions must include the written
                consent of his spouse witnessed by a program
                 representative, or a notary public, on a form
                      approved by the Corporation and filing it with the
                       Corporation.  Upon any subsequent reemployment, the
                   employe will be considered as a new employe for
                         purposes of the provisions of this Part B relating to
                    primary benefits except as otherwise provided in
 Section 2 of this Article II.

(b)     An employe who is separated from service in a layoff  
             classification (1) at or after age 55 with 10 or more years
                of credited service, (2) prior to age 55 with 30 or more years
         of credited service and whose date of hire was prior to
               January 1, 1988, or (3) prior to age 55 with 10 but less than
              30 years of credited service at the time of such separation,
               provided that his credited service at such time is sufficient
                so that he will retain credited service until age 55, will not
      be required to make either election described in (a)
immediately above.                            

(c)     An employe who is separated from service and who, as a
               consequence of such separation, elected to receive a deferred
         primary retirement benefit under Part B as described in
                subsection (a)(1) of this Section 1, may reinstate the primary
              retirement benefit accrued at the time he made such election
            to receive a deferred primary benefit provided that he (1)
              contributes under Part B from the date of such reemployment,
                and (2) returns to the Corporation any annuity notice or other
             certificate of entitlement related to such deferred primary
retirement benefit.                           

   (d)     For purposes of Section 6 of Article I of this Part B, an
            employe to whom this Section 1 applies (other than such an
        employe who elects to have contributions returned with
               interest) shall be considered to have retired on the date the
          payment of primary benefits commences under this Part B.

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                                                                   B, Art. II, 2

SECTION 2. TEMPORARY ABSENCE                                                    

(a)     TEMPORARY ABSENCE BUT RECEIVING FULL SALARY           

             If an employe is temporarily absent from active duty but is
               receiving full salary, his monthly contributions under Part B
               will be deducted in the usual way and his retirement benefits
will be accrued just as if he were at work.   

(b)     TEMPORARY ABSENCE BUT RECEIVING SALARY                
AT REDUCED RATE OR NO SALARY                  

          No contributions will be required from an employe who is
              temporarily absent and receiving salary at a reduced rate or
               no salary, and no primary retirement benefits will be accrued
                under this Part B for the period during which no contributions
           are made.  This will in no way affect retirement benefits
                previously accrued.  Contributions, if made, shall be upon the
            basis you the reduced salary except that contributions, if
             made, by an employe on Disability Leave of Absence shall be
                upon the basis of the employe's full monthly base salary rate.

(c)     LAYOFFS                                               

             (1)      No contributions will be permitted from an employe
                    who has been laid off, and no primary retirement
                         benefits will be accrued under this Part B during the
period of layoff.           

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B, Art. II, 2(c)(2)                                                             

               (2)      An employe who is laid off may, at his option, leave
                        his contributions in the Program, in which event his
                        primary retirement benefits previously accrued under
                        this Part B will remain to his credit subject to the
                      provisions of subsection (4) of this Section 2(c).
                        If such an employe is thereafter reemployed within a
                        period of twelve months from the date he is laid off
                        (24 months in the case of an employe who is laid off
                       with 10 or more years of credited service), he will
      resume contributions under Part B.

          (3)      If an employe who is laid off and withdraws his
                    contributions is reemployed within twelve months
                        after the date he is laid off (24 months in the case
                       of an employe who is laid off with 10 or more years
                       of credited service) and elects to contribute under
                     Part B from the date of such reemployment, he may
                         then, at his election, return the amount which he had
                      withdrawn and thereupon become eligible to receive
               the primary retirement benefits, covered by
                       contributions made prior to the date of his layoff,
                       for which he would have been eligible if he had not
withdrawn his contributions.

               (4)      If an employe is not rehired within twelve months of
                        the date he is laid off (24 months in the case of an
                    employe who is laid off with 10 or more years of
                         credited service), he will be treated as a retirement
                   under the Program, or as a separation, with the
                       rights provided in the "Eligibility for Retirement"
                      section of this Program or under Section 1 of this
        Article II, whichever is applicable.

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                                                                   B, Art. II, 3

SECTION 3. INTEREST CREDITS                                                     

    Prior to October 1, 1976, in any case in which interest is payable
      under the terms of this Program, such interest will be determined on
       the basis of the rates allowed by the Insurance Companies referred to
 in Section 6 of General Provisions and will be computed on each
     contribution from the July 1st following the date such contribution
      was made to the first of the month in which such interest is payable
       (but in no event beyond the earlier of the death or retirement of the
employe), and will be compounded annually.                    

        On and after October 1, 1976, contributions shall accrue interest at a
       rate of 5%.  On and after October 1, 1988, contributions shall accrue
   interest at a rate of 120% of the annual Federal mid-term rate in
      effect under Section 1274 of the Internal Revenue Code for the first
month of the plan year.                                       

SECTION 4. TREATMENT OF EMPLOYES RETURNING FROM LEAVE OF ABSENCE                
   OR LAYOFF IN CONNECTION WITH A NATIONAL EMERGENCY

   (a)     An employe who is granted a Military Leave of Absence, or
      other leave of absence in connection with a national
               emergency, or who is laid off as a result of declining volume
            of business related to such emergency, may be permitted to
            contribute and to accrue primary retirement benefits under
              Part B in such amounts and for the period for which he would
              have been eligible if he had remained actively in the employ
            of the Corporation, or one of its subsidiaries, under such
             rules as the Named Fiduciary or its delegate may establish,
provided:                                     

                (1)      the employe returns to work following the termination
                         of his leave of absence or reenters the employ of the
                        Corporation, or one of its subsidiaries, within such
                       period and in accordance with the rules established
               by the Named Fiduciary or its delegate; and

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B, Art. II, 4(a)(2)                                                             

              (2)      the employe participates for primary benefits under
                Part B, if eligible, upon his return to work
                        following the termination of his leave of absence or
                      upon his reemployment by the Corporation or one of
its subsidiaries.           

       (b)     The salary to be used in determining an employe's eligibility
               for contributions, and the amount of contribution, under this
                Section 4 shall be the base salary of such employe at the time
                of his leave of absence or layoff from the Corporation, or one
of its subsidiaries.                          

       (c)     The Named Fiduciary or its delegate shall, from time to time,
            adopt rules to carry out the provisions of this Section in
 conformity with the objectives of this Program.

        (d)     Notwithstanding the provisions of Section 1(b) of Article I of
              this Part B, an employe who may have become eligible to make
              contributions in accordance with this Section 4 and who does
               not so elect shall be eligible nevertheless for supplementary
retirement benefits under Part B.             

SECTION 5. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER               
THE GENERAL MOTORS HOURLY-RATE EMPLOYES PENSION PLAN      

An hourly-rate employe who has contributions in Part B of this
      Program, and who retires under the provisions of the "General Motors
  Hourly-Rate Employes Pension Plan", shall be eligible to receive
primary benefits under this Part B based upon the amount of   
     contributions to his credit.  Solely for the purpose of determining
      the basis upon which such primary benefits are payable, such employe
        shall be treated as a retirement under this Program on the basis which
      most closely corresponds to his retirement under the "General Motors
Hourly-Rate Employes Pension Plan".                           

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                                                                   B, Art. II, 6

SECTION 6. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER               
THE ELECTRONIC DATA SYSTEMS (EDS) PENSION PLAN            

     A salaried employe who has contributions in Part B of this Program,
       and who retires under the provisions of the "EDS Pension Plan", shall
      be eligible to receive primary benefits under this Part B based upon
the contributions to his credit.  Solely for the purpose of   
   determining the basis upon which any such primary benefits may be
        payable, retirements from EDS (i) prior to age 60 will be deemed to be
voluntary, and (ii) at or after age 60 will be deemed to be as
provided under Section 11(b) of the General Provisions.       

ARTICLE III 

PROVISIONS RELATING SPECIFICALLY
TO SUPPLEMENTARY BENEFITS 

SECTION 1. RETENTION OF DEFERRED SUPPLEMENTARY RETIREMENT BENEFITS IF           
SEPARATED                                                 

An employe who, on or after October 1, 1990, loses accumulated
       credited service under the provisions of Article II of Part A, who is
   not retired and who is eligible for a deferred retirement benefit
 under Article III of Part A shall, subject to the provisions of
  Section 1(b) of Article I of this Part B, be entitled to receive
       deferred supplementary benefits, with the payment of such benefits to
       commence at the same time and under the same provisions as applicable
to his deferred retirement benefit under Part A.              

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                                                                 B, Art.  III, 2

SECTION 2. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER               
THE GENERAL MOTORS HOURLY-RATE EMPLOYES PENSION PLAN      

     An hourly-rate employe with 5 or more years of credited service who
      has accrued supplementary benefits under Part B of this Program, and
     who retires under the provisions of the "General Motors Hourly-Rate
    Employes Pension Plan", shall be eligible to receive supplementary
       benefits, if any, as determined in Article I, Section 2(a)(2) of this
       Part B, based upon the employe's credited service and average monthly
       base salary in effect immediately prior to his transfer to the hourly
      payroll.  Solely for the purpose of determining the basis upon which
  any supplementary benefits may be payable, such employe shall be
    treated as a retirement under this Program on the basis which most
 closely corresponds to his retirement under the "General Motors
Hourly-Rate Employes Pension Plan".                           

SECTION 3. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER               
THE EDS PENSION PLAN                                      

      A salaried employe with 10 or more years of credited service who has
       contributed while eligible, does not withdraw his contributions while
  employed by EDS and who retires under the provisions of the "EDS
        Pension Plan", shall be eligible to receive any supplementary benefits
       for which he may be eligible under this Part B, using his base salary
  at EDS and General Motors to determine his "average monthly base
      salary."  Solely for the purpose of determining the basis upon which
      any such supplementary benefits may be payable, retirements from EDS
    (i) prior to age 60 will be deemed to be voluntary, and (ii) at or
      after age 60 will be deemed to be as provided under Section 11(b) of
the General Provisions.                                       

       A salaried employe with less than 10 years of credited service at the
    date of his transition to EDS shall not be eligible to receive any
supplementary benefits hereunder, since all of the assets and 
        liabilities related to any and all supplementary benefits to which any
    such employe may have been entitled have been transferred from the
   Program Trust to EDS in connection with the transition of certain
General Motors employes to EDS.                               

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                                                                   Gen.  Pro., 1
GENERAL PROVISIONS

SECTION 1. DEFINITION OF CERTAIN TERMS USED IN THIS PROGRAM                     

(a) EMPLOYES                                                  

(1) Unless the context indicates otherwise, the term  
        "employes" as used in this Program shall mean salaried
            employes of the Corporation and its directly or indirectly
                wholly-owned or substantially wholly-owned domestic or foreign
             subsidiaries in accordance with I.R.C. Section 414(b), (c),
               (m), (n), and (o) (other than such employes while assigned to
               operations in Canada after 1970, and employes of any directly
          or indirectly wholly-owned or substantially wholly-owned
         subsidiary of the Corporation acquired or formed by the
              Corporation on or after March 1, 1984, excluding employes of
                the Saturn Corporation through December 31, 1991, and employes
              of the General Motors Investment Management Corporation) (i)
                who are working in the United States, or (ii) who are citizens
               of or domiciled in the United States and who have been or may
               hereafter be hired in the United States by the Corporation or
          its said subsidiaries and who are sent out of the United
               States by the Corporation or its said subsidiaries to work in
                foreign operations, and whose services, if discontinued, would
          be discontinued by recalling said employes to the United
            States and terminating their services in the United States
            (herein sometimes referred to as United States Employes in
                Foreign Service).  Employes compensated wholly or in part on a
          commission basis shall be regarded as "employes" and may
             participate in the Program to the extent and subject to the
                conditions set forth in Section 10 of these General Provisions
         and other applicable sections of the Program.  Employes
classified by the                             

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Gen.  Pro., 1(a)(1)                                                             

      Corporation as (i) "part-time employes" -- more than
        "half-time" (employes who work one-half or more of the
         employing unit's work week), or (ii) "Flexible Service"
         employes (employes hired on an indefinite basis who are
        regularly scheduled to work between 50% and 80% of the
       employing unit's base work week) shall be regarded as
               "employes", provided, however, that the provisions of Part A,
         Article II, Section 2(e) of this Program shall apply to
"Flexible Service" employes.                  

           Effective October 1, 1990, the term "employes" also shall
                include salaried employes of General Motors who are working at
            GM operations in Puerto Rico.  Certain benefit rates and a
                benefit formula applicable solely to such employes, which are,
             with respect to such employes, in lieu of the benefit rates
             and benefit formula otherwise applicable hereunder, are set
forth in Exhibit C of this Program.           

(2)     The term "employes" shall not include employes who are
            classified as (i) "temporary employes", including per diem
               employes, or (ii) "part-time employes" -- less than half-time
               (employes who work less than one-half of the employing unit's
              work week) -- provided, however, that the provisions of Part
               A, Article II, Section 11 of this Program shall apply to each
 of these classifications, as may be applicable.

       (3)     The term "employes" shall not include employes represented by
      a labor organization who are covered by a collective
            bargaining agreement which incorporates or makes as a part
thereof:                                      

               (i)      this Program as amended by the collective bargaining
agreement, or               

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                                                         Gen.  Pro., 1(a)(3)(ii)

                (ii)     a program or plan similar in purpose to this Program,
or                          

         (iii)    some other plan or program acknowledged by the
                        Corporation and the employes' bargaining agent to be
                         a substitute for, or in lieu of, benefits provided by
this Program, or            

         (iv)     an understanding that this Program shall cease
                 prospectively to be available, applicable, or
                   operative with respect to each salaried employe
covered by such agreement.  

               Such employes shall cease to be eligible for participation in
            this Program as of the effective date of, or at such other
         time as may be specified in, such collective bargaining
                agreement.  If such collective bargaining agreement expires or
               is terminated, and the employe remains a represented employe,
                such employe shall continue to be ineligible for participation
              in this Program during the period required to conclude a new
collective bargaining agreement.              

       (4)     The term "employes" shall not include members of the Board of
            Directors of General Motors Corporation or its directly or
       indirectly wholly-owned or substantially wholly-owned
               subsidiaries, or of Committees appointed by any such Board of
            Directors, who are not officers or regular employes of the
Corporation or said subsidiaries.             

  (5)     The term "employes" shall not include leased employes as
            defined under Section 414(n) of the Internal Revenue Code.

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Gen.  Pro., 1(b)                                                                

(b)     BASE SALARY                                           

               The term "base salary" as used in this Program shall mean the
        salary paid for a work week of not more than 40 hours,
                exclusive of any other compensation.  An employe's annual base
         salary is limited to $200,000, as may be adjusted under
applicable Federal regulations.               

               An employe's base salary for purposes of determining benefits
                and contributions paid under this Program shall include salary
       election deferrals pursuant to (i) a cash or deferred
               arrangement under Section 401(k) of the Internal Revenue Code
            as provided under the Corporation's Savings-Stock Purchase
              Program for Salaried Employes in the United States, and (ii)
                an arrangement under Section 125 of the Internal Revenue Code.

(c)     AVERAGE MONTHLY BASE SALARY                           

            (1)      The term "average monthly base salary" as used in
                      this Program shall mean the monthly average of the
                       employe's base salary for the highest 60 of the 120
                   months immediately preceding his termination of
                 employment (including EDS and Hughes Aircraft
                        employment, where applicable) or his transfer to the
hourly rolls.               

            (2)      For purposes of determining "average monthly base
                 salary" the following provisions shall apply:

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                                                        Gen.  Pro., 1(c)(2)(i)

                       (i)     Base salary as indicated in the table below
                               shall be used for any month, referred to in
                      subsection (c)(1) above, preceding
                                 termination of employment, or transfer to the
                              hourly rolls, for which the employe's full
                              monthly base salary rate was less than the
           amounts as shown below:

                                                                [Download Table]

 Retirement With                         
Benefits Payable                         
   Commencing                 Base Salary
   ----------                 -----------
                                   $     
October 1, 1990                          
through                                  
September 1, 1991               2,910.00 

October 1, 1991                          
through                                  
September 1, 1992               3,025.00 

October 1, 1992                          
and                                      
After                           3,145.00 

                   (ii)    For any month referred to in subsection
                          (c)(1) above, preceding termination of
                                employment, or transfer to the hourly rolls,
                                 for which the employe received base salary at
                                less than his full monthly base salary rate,
                          his full monthly base salary rate last
                               received preceding such month shall be used
   for such month.

                   (iii)   For any month referred to in subsection
                        (c)(1) above, preceding an employe's
                                 termination of employment, or transfer to the
                                 hourly rolls, during which the employe was on
                              the hourly payroll and subsequent to which
                               the employe commenced service as a salaried
                         employe, his monthly base salary rate
                             immediately following the commencement of
                               such service as a salaried employe shall be
        used for such month.

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Gen.  Pro., 1(d)                                                                

(d)     CONTINUOUS SERVICE                                      
(APPLICABLE TO PRIMARY BENEFITS UNDER PART B)   

                (1)      The term "continuous service" as used in this Program
                      shall include all employment, whether on salary or
                         hourly-rate, with the Corporation and its directly or
                         indirectly wholly-owned or substantially wholly-owned
                  domestic or foreign subsidiaries, now owned or
                   hereafter acquired, as well as service with any
                   company (including service with any directly or
                         indirectly wholly-owned or substantially wholly-owned
                      subsidiary of such company) of which substantially
                         all the assets have been or are hereafter acquired by
             the Corporation or its said subsidiaries.

            (2)      Any period during which an employe has been or is
                  absent from service under an approved leave of
                         absence with pay, as well as any period not in excess
                       of one month during which an employe has been or is
                   absent from service under such leave of absence
                       without pay, will be included in the calculation of
                         the amount of continuous service.  In the case of any
                      employe absent from service in excess of one month
                       under an approved leave of absence without pay, the
                   period during which said employe has been or is
                 absent from service under such leave shall be
                excluded in the calculation of the amount of
                        continuous service, but his continuous service shall
                         not be broken.  An employe who leaves or has left the
                       service of the Corporation without a Military leave
                      of absence to enter the Armed Forces of the United
                        States or of Canada or to accept employment with the
               Government of the United States or with the
                        Government of Canada and who is rehired after he has
                    terminated such military or governmental service
                        within such period and under such rules as the Named
                    Fiduciary or its delegate has heretofore and may
                     hereafter establish, shall be treated in the same
                     manner as an employe who has received an approved
 leave of absence without pay.

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                                                           Gen.  Pro., 1(d)(3)

               (3)      For the purposes of this Program if, after a quit or
                     discharge, an employe has been or is rehired, his
                      continuous service shall commence from the date of
rehiring.                   

             (4)      In cases of employes who have been or are released
                     and who have not been or are not returned to work
                       within twelve months from the date of such release,
                       such employes shall have the same status as if they
had quit.                   

             (5)      In cases of employes who have been or are laid off
                     and who have not been or are not returned to work
                         within five years (or, if less, a period equal to the
                      employe's continuous service prior to such layoff)
                     from the date of such layoff, such employes shall
             have the same status as if they had quit.

(e)     FEDERAL SOCIAL SECURITY BENEFIT                       

              (1)      A Federal Social Security benefit for disability or
                        an unreduced Federal Social Security benefit for age
                         means a benefit determined and payable under Title II
                        of the Federal Social Security Act, as now in effect
                        or as hereafter amended, without any reduction being
                   made therein based on the age of the recipient.

         (2)      Old age benefit payments or disability benefit
                    payments, other than those payable on a basis of
                    "need" or because of military service, under any
                     future Federal legislation amending, superseding,
                      supplementing, or incorporating the Federal Social
                  Security Act, as amended, or benefits provided
                       therein, shall be considered as benefits for age or
                        disability under the Federal Social Security Act for
purposes of this Program.   

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Gen.  Pro., 1(e)(3)                                                             

         (3)      If an employe is eligible for a Federal Social
                   Security benefit for disability or an unreduced
                       Federal Social Security benefit for age at the time
                   of retirement or thereafter, such employe shall
                   advise the Corporation of the effective date of
entitlement to such benefit.

(f)     GENDER                                                

                Wherever in this Program a masculine pronoun is used, it shall
               be deemed in all instances, where appropriate, to include the
feminine also.                                

(g)     NORMAL RETIREMENT AGE                                 

              The normal retirement age for any employe shall be the later
            of age 65 or the fifth anniversary of the date the employe
                commenced participation in this Program.  An employe who shall
                cease active service after attaining the normal retirement age
          shall be entitled to receive a nonforfeitable retirement
                benefit under Article III of Part A, and Section 1 of Articles
II and III of Part B, if applicable.          

(h)     ACTUARIAL VALUE                                       

           The actuarial value as of any determination date shall be
              calculated on the basis of the UP-84 mortality table and the
               applicable interest rate used by the Pension Benefit Guaranty
         Corporation (PBGC) as of the first day of the plan year
preceding the determination date.             

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                                                                   Gen.  Pro., 2

SECTION 2. PAYMENT OF RETIREMENT BENEFITS AND SUPPLEMENTS                       

    (a)     (1)      Except as otherwise provided in subsection (g) of
                       this Section 2, retirement benefits and supplements
shall be paid monthly.      

               (2)      Monthly payments of an employe's retirement benefits
                       other than for total and permanent disability shall
                        become payable with the employe's consent commencing
                         on the first day of the month coinciding with or next
                        following the employe's first day of absence because
                   of retirement and the benefits shall be payable
                 monthly thereafter.  No such consent shall be
                        required where the present value of such benefits is
                    $3,500 or less, as determined in accordance with
I.R.C. Section 411(a)(11).  

             (3)      Total and permanent disability retirement benefits
                      shall be payable monthly during the continuance of
                        total and permanent disability and while the retiree
                       otherwise remains eligible for such benefits.  Such
       payments shall begin the latest of:

                         (i)     the first day of the month which includes the
                            date the required proof of disability is
                   received by the Corporation, or

                         (ii)    the first day of the month which includes the
                              date the employe has been continuously and
                                 totally disabled for a period of five months,
or          

                      (iii)   the first day of the third month following
                                the date the required proof of disability is
                received by the Corporation.

                                 This subsection (iii) shall not be applicable
                               (a) if the employe dies prior to such date,
                                 or (b) where Extended Disability Benefits are
                             less than the benefits payable under this
Program.    

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Gen.  Pro., 2(a)(3)                                                             

                 Successive periods of absence due to the same
                     disability as that upon which claim for total and
                         permanent disability retirement benefits is based and
                       aggregating at least five months will be considered
                        the same as one continuous absence provided that the
                     aggregate will not include any such absence which
                        precedes the last day at work by more than one year.

        (4)      Any supplement shall be payable in the manner
                 provided in Section 7 of Article I of Part A.

                (5)      Part A benefits and supplementary benefits under Part
                         B shall not be payable with respect to any period for
                      which any layoff payments, salary payments, or any
                     sickness and accident benefits are payable to the
                         employe by the Corporation or under any plan to which
                      the Corporation has contributed.  For the month in
                       which the last such layoff payment, salary payment,
                         or sickness and accident benefit payment is made, the
                  Part A benefits (excluding any special benefit
                        payable thereunder) and supplementary benefits under
                     Part B shall be payable only with respect to that
                 portion of the month for which no such layoff
                       payments, salary payments, or sickness and accident
                        benefits were payable.  Any primary benefits payable
                   under Section 2 of Article I of Part B, and any
                  special benefit payable under Part A, shall be
                      payable commencing the first day of the month with
                   respect to which the initial benefit payment is
payable under Part A.       

      (b)     If a retired employe who is receiving retirement benefits is
         reemployed by the Corporation or one of its directly or
                indirectly wholly-owned or substantially wholly-owned domestic
        subsidiaries, such employe shall cease to receive such
           benefits during such reemployment.  Such an employe shall
accrue                                        

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                                                                Gen.  Pro., 2(b)

               additional credited service under this Program or the Program
               of the subsidiary where he has been reemployed as a result of
                such employment and, if otherwise eligible, shall be permitted
             to make contributions.  Upon subsequent cessation of active
             service, the employe's monthly retirement benefits shall be
adjusted with regard to such employment.      

     (c)     If a retired employe receives a retroactive Social Security
           Disability Insurance Benefit (DIB) award resulting from a
                Reconsideration or Hearing before an administrative law judge,
                the amount of retirement benefits to be repaid will be reduced
              by an amount equal to any attorney fees, paid by the retired
                employe, associated with the award, provided the retiree makes
                such repayment within 30 days of the date, on or after October
           1, 1987, he is notified by GM of the amount to be repaid.
                This reduction applies only to attorney fees associated with a
              successful appeal of a denial of DIB, and includes only that
             portion of such fees associated with the period of time the
              retired employe was entitled to receive retirement benefits.
            Any such reimbursement for any such fees may not exceed 25
             percent of the amount of any overpayment as of the first of
                the month immediately following the month in which the retiree
            is notified by Social Security of his DIB award.  Attorney
            fees incurred for services received prior to denial of the
           initial application for DIB will not reduce the amount of
repayment due.                                

         The above provision is to be coordinated with a similar
          provision in the Life and Disability Benefits Program to
             ensure the retired employe does not receive credit for more
              than the actual amount of eligible attorney fees incurred in
            securing the award, and any reduction, as specified above,
                first will be taken as a reduction to any overpayment due from
             the employe under the Life and Disability Benefits Program.

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Gen.  Pro., 2(d)                                                                

     (d)     In order to retire under this Program, an employe must have
          unbroken credited service at the time of his retirement,
             except that a person who is eligible for benefits under the
      Income Protection Plan and is not receiving deferred
           retirement benefits under this Program or the Hourly-Rate
            Employes Pension Plan shall not be precluded from retiring
         without return to employment, even though he shall have
          incurred a break in credited service while on continuous
layoff from the Corporation.                  

(e)     In the event that it shall be found that any retiree, 
               surviving spouse or contingent annuitant to whom a benefit is
             payable is unable to care for his or her affairs because of
      illness or accident, any monthly benefit payment and
        supplement or survivor benefit due (unless prior claim
               therefor shall have been made by a duly qualified guardian or
                other legal representative) may be paid to the spouse, parent,
              brother, sister, or other person or party (including private
           or public institutions) deemed by the Corporation to have
         incurred expense for such retiree or survivor otherwise
               entitled to payment.  Any such payment shall be a payment for
                the account of the retiree or survivor and shall be a complete
     discharge of any liability of the Program therefor.

   (f)     Notwithstanding any other provision of this Section 2, an
            employe attaining age 70-1/2 on and after January 1, 1988,
             will commence monthly receipt of his accrued benefits under
      this Program, beginning April 1 of the calendar year
                immediately following the year the employe attains or attained
               age 70-1/2.  No employe shall be eligible to receive any such
              payment for any month prior to April, 1990, however, and the
                first such monthly payment shall be April 1, 1990.  No employe
         attaining age 70-1/2 prior to January 1, 1988, shall be
            eligible hereunder.  An employe attaining age 70-1/2 after
                December 31, 1989, shall have his monthly payment based on his
             retirement benefit accrual as of December 31 of the year in
which he attains                              

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                                                                Gen.  Pro., 2(f)

         age 70-1/2.  The actuarial value of the sum of all cash
                distributions received by any otherwise eligible employe prior
                to his actual retirement under this Program will be used as an
       offset from any additional benefit accrual that might
                otherwise have been payable to such employe as a result of his
working for the Corporation.                  

      (g)     Notwithstanding any other provision of this Section 2, where
            the sum of the present value of a former employe's monthly
                deferred retirement benefit commencing at age 65 under Part A,
               when combined with the present value of any employer provided
                monthly deferred retirement benefit commencing at age 65 under
              Part B, is $3,500, or less, the total amount of any employer
           provided monthly benefit otherwise payable to such former
             employe, or to the surviving spouse of such deceased former
          employe, will be paid in a single sum.  In the case of a
             former employe who is not vested in the retirement benefits
               described in the preceding sentence, such former employe will
               be deemed, upon termination of Program participation, to have
            constructively received the total amount of such nonvested
                benefit.  Where the present value of such benefit is more than
            $3,500, an otherwise eligible former employe, or surviving
              spouse, will have an option to receive a single-sum payment,
            but only with spousal consent, where applicable.  Any such
               single-sum payment shall be in full and final satisfaction of
            any and all benefit entitlement under this Program, and is
                irrevocable when paid.  Solely for purposes of this subsection
               (g), the interest rate to be used in the determination of the
              present value of any single sum determined hereunder will be
                the Pension Benefit Guaranty Corporation's applicable interest
                rates in effect at the beginning of the plan year in which the
             single sum is paid.  The applicable interest rates shall be
              used where the present value of the benefit is not in excess
              of $25,000.  Where the present value of the benefit based on
        applicable interest rates exceeds $25,000, 120% of the
       applicable interest rates shall be used, provided the
    remaining lump-sum value not be less than $25,000.

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Gen.  Pro., 2(g)                                                                

                In the event any such former employe who receives a single-sum
                payment is subsequently reemployed by the Corporation, he will
             be treated as a newly-hired employe, with no entitlement to
        the reinstatement of any previous credited service, in
            recognition of his earlier receipt of a single-sum payment
                representing the present value of the lifetime monthly benefit
       otherwise related to all such prior years of service.

            Effective October 1, 1989, in lieu of a single-sum payment
              which has a present value of more than $3,500, as determined
              hereunder, a former employe or surviving spouse may elect to
          receive lifetime monthly benefits that are the actuarial
           equivalent of such former employe's or surviving spouse's
               monthly deferred retirement benefits under Part A and Part B,
if any.                                       

              In the event a single-sum payment of $3,500, or less, cannot
                be made because the identity or location of the former employe
           or surviving spouse cannot be determined after reasonable
          efforts to do so have been made, and the payment remains
         undeliverable for a period of one year from the date of
               mailing of such notification to the last known address of the
         former employe, all liability for payment thereof shall
               terminate immediately, and the amount of the payment shall be
             applied to reduce Corporation contributions to the Program;
             provided, however, in the event the identity or location of
        the former employe or surviving spouse is subsequently
         determined, such payment shall be made in a single sum.

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                                                                   Gen.  Pro., 3

SECTION 3. DEDUCTIONS FOR WORKERS COMPENSATION                                  

  In determining the monthly benefits payable under Part A and any
supplementary benefits payable under Part B of this Program, a
      deduction shall be made, unless prohibited by law, equivalent to all
or any part of Workers Compensation (including compromise or  
      redemption settlements) payable to such employe by reason of any law
       of the United States, or any political subdivision thereof, which has
     been or shall be enacted, provided that such deductions shall be to
the extent that such Workers Compensation has been provided by
     premiums, taxes, or other payments paid by or at the expense of the
        Corporation, except that no deduction shall be made for the following:

  (a)     Workers Compensation payments specifically allocated for
              hospitalization or medical expense, fixed statutory payments
               for the loss of any bodily member, or 100% loss of use of any
           bodily member, or payments for loss of industrial vision.

        (b)     Compromise or redemption settlements payable prior to the date
   monthly retirement benefits first become payable.

SECTION 4. ASSIGNMENTS AND LOANS                                                

       (a)     No right or interest of any participant or of any beneficiary
             of any participant under the Program shall be assignable or
          transferable, in whole or in part, either directly or by
             operation of law or otherwise, including, but not by way of
               limitation, execution, levy, garnishment, attachment, pledge,
                bankruptcy or in any other manner, but excluding devolution by
               death or mental incompetency, and no right or interest of any
         such participant or beneficiary shall be liable for, or
             subject to, any obligation or liability of such participant

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Gen.  Pro., 4(a)                                                                

                or beneficiary except in accord with provisions of a Qualified
               Domestic Relations Order within the meaning of I.R.C. Section
        414(p); provided, however, that any retired employe or
eligible survivor:                            

             (1)      who elects health care coverages or life insurance
                       made available by General Motors may, insofar as it
                    is consistent with the regulations governing the
                       plans providing such coverages, participate in such
                        coverages and have deducted, pursuant to the retired
                     employe's or survivor's written authorization and
                         direction acceptable to the Corporation, the required
                contribution for such coverages as it may be
  established from time to time,

          (2)      will have Federal and state income tax withheld
                         pursuant to Federal and state statutes or regulations
                    unless, only with respect to Federal income tax,
                      elected otherwise by submitting to the Corporation
                         written authorization and direction acceptable to the
Corporation, or             

               (3)      who submits to the Corporation written authorization
                        and direction acceptable to the Corporation may have
                        amounts of not less than $40.00 per month, but in no
                        event more than 10% of the retired employe's monthly
              benefit, withheld to repay any outstanding
                overpayment owing to any benefit plan of the
Corporation.                

        (b)     An employe may not borrow against his contributions under this
Program at any time.                          

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                                                                   Gen.  Pro., 5

SECTION 5. CORPORATION CONTRIBUTIONS                                            

        (a)     The Corporation intends to pay to the Insurance Companies each
              year such contributions as are determined to be required for
             the purpose of meeting the cost of primary benefits accrued
               prior to January 1, 1985 under Part B, any additional cost of
             providing for payment of unreduced primary benefits accrued
                prior to January 1, 1985 under Part B prior to age 65, and the
                cost of the optional benefits described in Sections 4 and 5 of
              Article I of Part B to the extent such optional benefits are
              in lieu of, or related to, primary benefits accrued prior to
                January 1, 1985 under Part B, to the extent not covered by the
              contributions made by the employes prior to January 1, 1985.

     (b)     While the Corporation does not guarantee to do so, it hopes
               and expects to provide, over such period as it may determine,
           the cost of the benefits described in Part A, the primary
               benefits accrued after December 31, 1984 described in Part B,
               to the extent not covered by employe contributions made after
                December 31, 1984, and the supplementary benefits described in
               Part B (including the optional benefits described in Sections
               5, 6, and 9 of Article I of Part A and in Sections 4 and 5 of
              Article I of Part B to the extent such optional benefits are
           in lieu of, or related to, such benefits), either through
                placing funds in a retirement trust or through a contract with
            one or more insurance companies, or both.  Such funds will
                include employe contributions made after January 1, 1985.  The
                Named Fiduciary may appoint an investment manager or managers,
              as defined under the Employee Retirement Income Security Act
                of 1974 or regulations thereunder, to manage any assets of the
Program.                                      

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Gen.  Pro., 5(c)                                                                

        (c)     Benefits under Part A, primary benefits accrued after December
               31, 1984 under Part B and supplementary benefits under Part B
                (including the aforementioned optional benefits) shall be paid
                only to the extent that they are provided for by the assets of
               such retirement trust or under such contract with one or more
         insurance companies, and there shall be no liability or
       obligation on the part of the Corporation to make any
           contributions to the retirement trust or to the insurance
                company or companies.  The amounts by which benefits otherwise
             payable hereunder are in excess of those provided under the
              Program as constituted prior to September 15, 1973 shall not
             be paid hereunder if amounts equal to such excess have been
         paid directly by the Corporation.  No liability for the
            payment of benefits under Part A, primary benefits accrued
                after December 31, 1984 under Part B or supplementary benefits
               under Part B (including the aforementioned optional benefits)
      shall be imposed upon the Corporation, the officers,
directors, or stockholders of the Corporation.

       (d)     The Corporation shall comply with all funding requirements of
             the Employee Retirement Income Security Act of 1974 as they
apply to this Program.                        

       (e)     The Corporation may charge to the fund expenses necessary for
         the proper administration of the Retirement Program and
               investment of the funds, including the direct cost of benefit
               administration performed by, or on behalf of, the Corporation
        for the Retirement Program, the cost of consultant and
              actuarial services, and Pension Benefit Guaranty Corporation
premiums for participants.                    

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                                                                   Gen.  Pro., 6

SECTION 6. PAYMENT OF CONTRIBUTIONS TO PROVIDE ANNUITIES                        

  (a)   Prior to January  1, 1977, contributions of  the employes and of
          the Corporation for primary  benefits (including optional benefits
          described in Sections 4 and 5 of Article I  of Part B which are in
         lieu of, or related to, such primary benefits) were  paid over to
          the Metropolitan Life Insurance Company, the Aetna  Life Insurance
         Company, and The Prudential  Insurance Company of America as  the
        considerations for  the Corporation's purchase of benefits under
           the Group  Annuity Contract made with them and effective as of July
     1,  1940, and as subsequently amended.  Commencing January 1,
        1977, the Corporation has made and intends to make contributions
         from time to time for addition to and accumulation  in an account
       to be held by  each of the Insurance Companies under the  Group
           Annuity Contract for  providing annuities  as described  in Section
           6(b) below.   Such contributions  have included  contributions made
        by employes on and after January 1, 1977 and prior to January 1,
1985.                                                   

(b)   The annuities which  were purchased under the Group Annuity   
         Contract prior to January 1,  1977 will continue in force  on and
      after that  date, subject to the  terms and conditions  of the
         Group  Annuity Contract.  When  each employe becomes entitled  to
          receive a primary  benefit accrued prior to  January 1, 1985 under
       Part B, it  is the intention of  the Corporation to  provide an
   additional annuity equal to  such primary benefit, less any
       annuity then in force on  the employe's account under the Group
        Annuity Contract.  Payment of such annuities will  be assured by
           establishing  the appropriate reserves in the  account held by each
Insurance Company under the Group Annuity Contract.     

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Gen.  Pro., 6(c)                                                                

 (c)   The primary benefits  referred to in Part B are those purchased
      prior  to January 1, 1977 from the  Insurance Companies or for
     which the  appropriate reserves have been  established by the
    Insurance  Companies and which are  payable by the Insurance
    Companies under the Group Annuity Contract.  The Corporation
          intends to pay  to the Insurance Companies the contributions which
          will  be accumulated for the  purpose of establishing reserves  to
        provide primary benefits  accrued prior to  January 1, 1985 when
         such  benefits are to commence.  It is  the responsibility of the
       Insurance Companies to pay  to the employes  and the designated
         contingent  annuitants, surviving  spouses, and beneficiaries  of
         such employes all  primary benefits accrued  prior to January  1,
           1985  resulting from the contributions  made by  both the  employes
          and  the Corporation  for such  benefits (including  the  optional
         benefits  described in Sections 4 and  5 of Article  I of  Part B
           to  the extent such  optional benefits are in  lieu of, or  related
          to, primary  benefits accrued prior to January 1, 1985  under Part
           B) and paid as the considerations for the purchase of such benefits
     or allocated by the Insurance Companies as reserves to assure
payment of such benefits.                               

SECTION 7.  AMENDMENT, MODIFICATION, SUSPENSION, OR TERMINATION,                
MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS OF PROGRAM 
BY CORPORATION                                          

  (a)   The Corporation reserves the right, by  and through its Board of
           Directors,  to amend, modify, suspend, or terminate the Program  in
       the future.  Absent a  written delegation of authority from the
         Board of Directors, no one has any authority whatsoever to commit
           to the provision of  any retirement benefit,  or benefit provision,
           not  otherwise provided expressly under  the written terms of  this
    Program, or to change any eligibility criteria, or any other
    provision or criteria of this Program as constituted herein.

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                                                             Gen.  Pro., 7(b)(1)

    (b) (1)     If the  Corporation, in accordance  with this  Section 7, or
             the  Pension Benefit Guaranty  Corporation, partially  or
              totally terminates the Program, the  amount of the assets,
               which are available to provide benefits, and which are held
        by the trustees and  insurance companies  as of  the
            termination  date, shall  be allocated,  after deducting
                 expenses for  administration or liquidation, in the following
               manner and order to  the extent of the sufficiency  of such
            assets, and in accordance  with any regulations for such
          determinations as may be issued by the Pension Benefit
Guaranty Corporation:                       

         (aa)  First, to that portion of each individual's accrued benefit
     which is derived from the participant's mandatory
contributions.                              

      (bb)  Second, in the case of benefits payable as an annuity --

          (i)   In the case  of the benefit of a participant  or
              beneficiary which was in  pay status as of the
             beginning of the 3-year period  ending on the
                       termination date of the Program, to  each such benefit,
                    based on the provisions of the Program (as in effect
                   during the 5-year period ending on such date) under
      which such benefit would be the least.

         (ii)  In the case of a participant's or beneficiary's
                       benefit (other than a benefit described in subparagraph
                      (bb)(i) above) which would have been  in pay status as
              of the beginning of  such 3-year period if the
                       participant  had retired prior to the  beginning of the
                    3-year period and if his benefits  had commenced (in
                    the normal form of annuity under the Program) as  of
                   the beginning of such  period, to each such benefit
                      based  on the provisions of the  Program (as in effect
                   during the 5-year period ending on such date) under
      which such benefit would be the least.

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Gen.  Pro., 7(b)(1)(bb)                                                         

           For purposes of subparagraph  (bb)(i) above, the lowest
         benefit in pay status during a 3-year period shall be
         considered the benefit in pay status for such period.

    (cc)    Third,  to all other  benefits (if  any) of  individuals
             under  the Program  which are  guaranteed under the  plan
                termination insurance provisions of the Employee  Retirement
             Income Security Act of 1974  determined without regard to
Section  4022(B)(a) of said Act.            

  (dd)    Fourth, to all other nonforfeitable benefits under the
Program.                                    

(ee)    Fifth, to all other benefits under the Program.     

    (2) (aa)    The amount  allocated under any of  the preceding paragraphs
                with respect to any  benefit shall be properly  adjusted for
                any allocation of assets with respect to the benefit under a
prior paragraph of this Section 7.          

(bb)    If the assets available for allocation under any of 
   the preceding paragraphs (other than paragraphs
             (b)(1)(dd) and (b)(1)(ee)) are insufficient to satisfy in
               full the benefits of all individuals which are described in
           such paragraphs, the assets shall be allocated pro rata
             among such  individuals on the basis of the present value
             (as of the termination date) of their respective benefits
described in such paragraphs.               

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                                                         Gen.  Pro., 7(b)(2)(cc)

  (cc)     If the assets available for allocation  under paragraph
       (b)(1)(dd) are insufficient to  satisfy in full the
         benefits  of individuals described in that paragraph:

              (i)   Except  as provided  in subparagraph  (b)(2)(cc)(ii)
               below, the  assets shall  be allocated  to  the
                benefits  of individuals described  in paragraph
            (b)(1)(dd) on  the basis of the  benefits of
                      individuals which  would have  been described  in such
                      paragraph (b)(1)(dd) under the Program as in effect at
                      the beginning of  the 5-year period ending on the date
of the Program's termination.   

       (ii)  If the assets available for allocation  under
               subparagraph (b)(2)(cc)(i) above are sufficient
                   to satisfy in  full the benefits described  in such
                     subparagraph  (without regard to this  subparagraph),
                  then for  purposes of  subparagraph (b)(2)(cc)(i),
                       benefits of individuals described  in such subparagraph
                  shall be determined on the basis of the Program as
                       amended by the most recent Program amendment  effective
                 during such 5-year period  under which the assets
                      available for allocation are sufficient to satisfy  in
                 full  the benefits  of  individuals described  in
                     subparagraph (b)(2)(cc)(i) and  any assets  remaining
                  to  be allocated under such  subparagraph shall be
                 allocated under subparagraph (b)(2)(cc)(i) on the
                      basis of the Program as amended by the next succeeding
               Program amendment effective during such period.

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Gen.  Pro., 7(b)(3)                                                             

 (3)   In the event of  any termination or partial termination  of the
         Program, the right  of all affected employes to  benefits accrued
      to the date of such termination or partial termination, to the
extent funded as of such date, is nonforfeitable.       

    (4)   If any assets of the Program attributable to employe contributions
         remain  after all liabilities of the Program to participants  and
     their beneficiaries have been satisfied, such assets shall be
          equitably distributed to the  employes who made such contributions
  (or their  beneficiaries) in accordance with their rate of
  contributions.   Any residual assets of the Program may be
           distributed to the Corporation if all liabilities of the Program to
 participants and their beneficiaries have been satisfied.

(5)   For purposes  of  this Section  7(b),  the  term "mandatory   
        contributions"  shall mean  amounts  contributed to  the Program
by  a participant which are  required as a condition of 
     participation in the Program, or  as a condition of obtaining
benefits  under the Program attributable to employer    
        contributions.  For this purpose, the total amount  of mandatory
           contributions of a participant is the amount of  such contributions
           reduced  (but not  below zero) by the  sum of  the amounts paid  or
      distributed to  him under  the Program before its termination.

(6)   If  the  Secretary of  the Treasury  determines  that the     
  allocation made  pursuant  to this  Section 7  results  in
       discrimination prohibited by Section 401(a)(4) of  the Internal
          Revenue Code of 1986, or  as it may be subsequently amended, then,
        if required  to prevent the disqualification  of the Program (or
        any trust under the  Program) under Section 401(a) or 403(a)  of
           such Code,  the assets allocated shall be reallocated to the extent
necessary to avoid such discrimination.                 

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                                                                Gen.  Pro., 7(c)

    (c)   In the event  of any merger or consolidation  with, or
             transfer of assets or  liabilities to, any other plan  or
               program, each participant  in  the Program  would,  if  the
               Program  then terminated,  receive  a  benefit  immediately
               after the  merger, consolidation, or  transfer which  is at
             least equal  to the  benefit such  participant would have
            been entitled  to receive immediately before the merger,
       consolidation, or transfer, if the Program had then
terminated.                                 

SECTION 8. GENERAL MOTORS SALARIED EMPLOYES IN PUERTO RICO                      

Prior to September  30, 1990,  General Motors  salaried employes in 
 Puerto Rico  were able to  contribute and accrue  benefits under  the
  General  Motors Retirement  Program  for Salaried  Employes  in Puerto
Rico,  subject to  the terms  and  conditions therein  prescribed.  
   Effective October 1, 1990,  such Program, as well as  all funds related
   to it, was merged  with this Program.  Any  benefits accrued under such
Program prior to October 1, 1990, will be paid  from this Program.  
    Effective October 1,  1990, salaried employes in Puerto Rico are covered
     by the terms  and conditions of this Program, except as  otherwise may be
provided with  respect to those provisions set  forth in Appendix C.

SECTION 9. NON-DUPLICATION OF BENEFITS                                          

   Except as  provided in Section 6 of Article II of Part A, no employe of
     General Motors Corporation or of its said subsidiaries eligible to accrue
    benefits under this  Program will be eligible  to accrue benefits  under
    any separate  plan, nor will any  employe, while accruing benefits under
   any one plan, be eligible to accrue benefits under any other retirement
or pension plan.                                                    

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Gen.  Pro., 10                                                                  

SECTION 10.  PARTICIPATION IN PROGRAM BY EMPLOYES COMPENSATED                   
WHOLLY OR IN PART ON A COMMISSION BASIS               

The provisions set forth in this Section 10 shall be  applicable,   
    notwithstanding any other provision of this Program, to employes who are
    compensated wholly on a commission basis  and to employes compensated on
   a salaried basis but who have periods  of employment either prior to or
  subsequent to  such employment  on a  salaried basis  when compensated
   wholly or in  part on  a commission basis,  subject to  the reservation
and limitation,  however, set  forth in  the immediately  following 
sentence.   Such  provisions shall  not be  applicable to employes  
    compensated wholly or in part on a commission  basis who are represented
  by a labor organization unless  such provisions are made applicable to
  such employes through understandings between the Corporation and their
collective bargaining representatives.                              

(a)   PART A BENEFITS AND SUPPLEMENTARY BENEFITS UNDER PART B       

          For purposes of Part  A benefits and supplementary benefits  under
         Part B, credited service  of any employe to whom this  Section 10
          applies shall include periods  of employment (and related  periods
         of absence), when compensated  wholly or in part  on a commission
        basis, provided such periods would otherwise  be included in the
           determination of  credited service under Article II of Part A.  For
          any employe to whom  this Section 10 applies, average monthly base
         salary for purposes of Part A benefits and supplementary benefits
           under Part B (or base salary for purposes  of the computation under
        Section 7(g) of Article I of Part A) shall be  determined on the
           basis of  such employe's Annual Earnings Base, as defined below, in
        lieu of base  salary, for any period included in the computation
        during which such employe was compensated wholly or in part on a
commission basis.                                       

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                                                            Gen. Pro., 10(b)

(b)   PRIMARY BENEFITS UNDER PART B                                 

          For purposes of primary benefits under Part B, any employe to whom
         this Section 10 applies shall be eligible to contribute  for such
        benefits on the basis of such employe's Annual Earnings Base, as
          defined below, in lieu of base salary, provided such employe would
      otherwise  be eligible to so contribute in accordance with the
    conditions specified in Section 1(a) of Article I of Part B;
          however, for  purposes of meeting  the service requirement of such
      Section 1(a), a period  of employment (and related  periods of
          absence) while compensated wholly or in part on a commission basis
may be taken into account.                              

(c)   ANNUAL EARNINGS BASE                                          

          The  Annual Earnings Base referred to in this Section 10  shall be
         the annual amount, or a  pro rata portion thereof with respect to
        any period  of less than one  year, as established for  any year
           for an  employe to whom this  Section 10 applies  under rules to be
  determined from time to time by the Named Fiduciary or its
delegate.                                               

(d)   BENEFIT CLASS CODE                                            

        For purposes  of determining the  basic benefit  rate under Part
          A, the  Benefit Class Code  applicable to  a position held by  the
          employe to whom this Section 10 applies shall be the Benefit Class
Code "D".                                               

(e)   OTHER PROVISIONS                                              

       The Named  Fiduciary or its delegate shall adopt, from  time to
         time, other rules to carry  out the provisions of this Section 10
in conformity with the objectives of this Program.      

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Gen.  Pro., 11                                                                  

SECTION 11. TREATMENT OF CERTAIN EMPLOYES UNDER LIMITED EARLY                   
RETIREMENT PROVISIONS AND PRIOR PROGRAM PROVISIONS      

   Effective September 30, 1987, solely  to comply with applicable Federal
law, the following consent-type retirements were eliminated:  (i)   
    Corporation option, (ii)  special, (iii) mutually satisfactory, and (iv)
early mutual.                                                       

(a)   LIMITED EARLY RETIREMENT PROVISIONS                           

         Effective October 1, 1987,  pursuant to authority granted by  the
          Corporation's Board of  Directors to the Corporation's  Management
         Committee, such Committee may, from time-to-time  and in its sole
          discretion,  adopt limited early retirement provisions  to provide
         retirements (i)  during a  specified period  of time,  (ii) at  a
          specified  level of  benefits, and  (iii) for  identified salaried
     employes.  Any such  early retirement provisions that  may be
     adopted by  the Corporation in compliance  with the authority
          granted earlier by its Board of Directors, are made a part of this
Program as though set out fully herein.                 

(b)   PROVISIONS OF PAST PROGRAMS TO HONOR PRIOR COMMITMENTS        

          To implement various  commitments made, prior  to October 1, 1987,
        by the Corporation to  certain otherwise eligible employes  with
  respect to  the availability to each  of them of unreduced
        retirement benefits commencing  as early as their attainment  of
         age 55, Program provisions in effect at the time such commitments
were made shall continue to apply to such employes.     

          The provision immediately above is limited in applicability solely
        to otherwise eligible employes from the following units, and any
         special conditions relevant to the Corporation commitment to each
such group of employes are shown:                       

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                                                       Gen. Pro., 11(b)(1)

   (1)   Employes who were working at facilities which had been announced,
      as of August 31, 1987, to be closed or phased-out, as follows:

                                                                [Download Table]

         Division/Unit                             Facilities   
         -------------                             ----------   
                                                                
Buick-Oldsmobile-Cadillac                    Cadillac           
                                             Chicago            
                                             Fleetwood          
                                             Flint Body Assembly
                                             Wentzville*        

Central Foundry                              Massena            
                                             Pontiac            
                                             Saginaw Nodular    

Chevrolet-Pontiac-Canada                     Detroit (Plant #37)
                                             Hamilton           
                                             Norwood            
                                             Pontiac (G Car)    

Detroit Diesel Allison                       Redford            
                                             Romulus            

Fisher Guide                                 Elyria             
                                             Fort Street        

Harrison                                     Buffalo            

Inland                                       Livonia            
                                             Tecumseh           

New Departure-Hyatt                          Bristol            

*Related to St. Louis Truck & Bus closing.

(CONTINUED ON NEXT PAGE)  

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Gen. Pro., 11(b)(1)                                                             

 (CONTINUED FROM PRECEDING PAGE)

                                                                [Download Table]

       Division/Unit                                Facilities        
       -------------                                ----------        
                                                                      
Service Parts Operations                     Baltimore                
                                             Bethpage                 
                                             Buffalo                  
                                             Burton                   
                                             Cleveland                
                                             Columbus                 
                                             Dallas                   
                                             Dallas AC/Delco          
                                             Dallas T & C             
                                             Houston                  
                                             LaMirada                 
                                             Memphis T & C            
                                             Newark T & C             
                                             New York                 
                                             North Brunswick AC       
                                             Pittsburgh               
                                             Pittsburgh T & C         
                                             Romulus                  

Truck & Bus                                  Flint Assembly (Line One)
                                             Pontiac Central Plants   
                                              (Heavy & Medium Duty    
                                              Trucks & Coach)         
                                             St. Louis                

    (2)   Otherwise  eligible employes who are absent at  date of retirement
         from any  unit due to layoff which  commenced prior to October 1,
       1987, whose age plus credited service totaled 55 or more on the
date of layoff .                                        

(3)   Otherwise eligible employes for whom credited service has been
continued as a result of such things as (i) the sale of 
       operations, (ii)  a joint venture,  or (iii) other similar-type
         transactions, such as  acquisitions and mergers,  as specifically
set forth in Section 12 of General Provisions.          

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                                                                 Gen. Pro., 12

SECTION 12.  TREATMENT OF CERTAIN EMPLOYES OF                                   

(a)   TEREX DIVISION                                                

 Notwithstanding any  other provision  of this Program, in
        connection with  the sale of  Terex Division of  the Corporation
          to IBH, termination of employment with General Motors Corporation,
     other than by death or retirement,  shall not be considered a
    termination of employment for purposes  of this Program with
        respect to an employe (i) who on December 31, 1980 was age 40 or
           over and had 10 or more years  of credited service and  whose years
           of  age plus credited  service totaled 55  or more,  and (ii) whose
        termination of employment with General Motors Corporation occurs
after such employe has been employed by IBH through:    

(1)   December 31, 1985, or                             

         (2)   December 31, 1982, and is terminated by IBH other than as a
discharge (for cause).                      

(b)   GM BUILDING DIVISION/NEW YORK                                 

           Notwithstanding any other provision of  this Program, in connection
       with the transfer of operation of  the New York General  Motors
Building to  Corporate Property  Investors, Inc. (CPI), 
           termination of  employment with General  Motors Corporation,  other
than by death or retirement,  shall not be considered a 
    termination of employment for purposes  of this Program with
          respect to  an employe (i) who on February 28, 1982 had 10 or more
      years of credited service and whose years of age plus credited
service totaled 55 or                                   

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Gen.  Pro., 12(b)                                                               

           more, and (ii) whose termination of employment  with General Motors
        Corporation occurs after  such employe has been employed by  CPI
through:                                                

(1)   February 28, 1987, or                             

         (2)   February 28, 1984, and is terminated by CPI other than as a
discharge (for cause).                      

       For any month in which such employe  is employed by CPI, or any
           other employer, an employe to  whom this Section 12(b) applies  who
          retires under  this Program, shall not be  entitled to receive the
         temporary  benefit that otherwise may be payable  under Part A of
this Program.                                           

(c)   GENERAL MOTORS INSTITUTE                                      

  Notwithstanding any  other provision  of this Program,  in
         connection with  the reorganization  of General  Motors Institute
           from  a subsidiary of General  Motors Corporation to an independent
    educational  facility operated by a  successor organization,
           termination of employment with General Motors Institute, other than
         by death  or retirement, shall not be considered a termination of
        employment for  purposes of this Program until  credited service
        otherwise breaks under  Article II, Section 3(d) of  Part A with
       respect to an employe  (i) who on June 30,  1982 had 10 or more
 years of credited service, and  (ii) whose termination of
          employment with General Motors Institute occurs after such employe
has been employed by the successor organization through:

(1)   June 30, 1985, or                                 

     (2)   a date prior to June 30, 1985, and is terminated by the
                 successor organization other than as a discharge (for cause).

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                                                               Gen.  Pro., 12(c)

         The immediately preceding  paragraph notwithstanding, termination
          of employment  with General Motors Institute, other than  by death
       or retirement, by any  employe whose credited service otherwise
    would have broken between ages 55 and 60, in accordance with
      Article II, Section 3(d) of  Part A, shall not be considered a
         termination of employment for purposes of this Program until  (i)
           age 60, or (ii) if  earlier, the commencement  of monthly  benefits
         hereunder,  at which  time credited service  shall be broken  for
all  such employes.                                     

(d)   DELCO ELECTRONICS DIVISION                                    

         Notwithstanding  any other provision of  this Program, an employe
         who at the request of the  Corporation terminated employment with
   Delco  Electronics Division  to accept employment  with Tau
Laboratories  shall not  be considered  a termination of
          employment for purposes of  this Program provided such employe (i)
          on  his last day worked for  Delco Electronics Division had 10  or
        more years of credited service and his age plus credited service
totaled 55 or more, and (ii) he remained employed by Tau
Laboratories through:                                   

(1)   December 31, 1987, or                             

      (2)   December 31, 1984, and is terminated by Tau Laboratories
other than as a discharge (for cause).      

For any  month in which such employe is  employed by Tau
     Laboratories, or any other  employer, an employe to whom this
          Section 12(d) applies who was under age  54 on his last day worked
          for Delco Electronics  Division and who subsequently retires under
           this Program shall not be entitled to receive the temporary benefit
   that otherwise may be payable under Part A of this Program.

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Gen.  Pro., 12(e)                                                               

(e)   GM FANUC ROBOTICS CORPORATION                                 

 Notwithstanding any  other provision of this  Program, in
         connection  with the formation  of GM Fanuc Robotics  Corporation
     (GMF), a joint venture between General Motors Corporation and
         Fujitsu Fanuc Ltd., termination of employment with General Motors
     Corporation, other  than by death or retirement, shall not be
           considered a termination of employment for purposes of this Program
       with respect to an employe (i) who on June  30, 1985, had 10 or
   more years of credited service  and whose years of age plus
           credited service totaled 55 or more, and  (ii) whose termination of
    employment with General Motors Corporation occurs after such
employe has been employed by GMF through:               

(1)   June 30, 1985, or                                 

           (2)   a date prior to June 30, 1985, and is terminated by GMF other
than as a discharge (for cause).            

(f)   GENERAL MOTORS BALANCE ENGINEERING OPERATION                  

           Notwithstanding any other provision  of this Program, in connection
        with the  sale of GM's Balance Engineering Operation  to Balance
     Engineering  Company, termination of employment  with General
           Motors  Corporation, other than  by death or retirement,  shall not
        be considered a  termination of employment for purposes of  this
           Program with respect to an employe  (i) who on January 31, 1987 had
          10 or more years  of credited service and whose  years of age plus
         credited  service totaled 55 or more,  and (ii) whose termination
       of employment with General Motors Corporation occurs after such
    employe has been employed by the Balance Engineering Company
through:                                                

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                                                            Gen.  Pro., 12(f)(1)

(1)   January 31, 1990, or                              

        (2)   a date prior to January 31, 1990, and is terminated by the
              Balance Engineering Company other than as a discharge (for
cause).                                     

(g)   SAGINAW DIVISION'S ACTUATOR PRODUCTS GROUP                    

           Notwithstanding any other provision  of this Program, in connection
        with the  sale of Saginaw Division's Actuator Products  Group to
          Thomson  Industries, Inc., termination of employment  with General
         Motors Corporation, other  than by death or retirement, shall not
       be considered  a termination of employment for purposes of this
         Program with  respect to an employe (i) who on April 30, 1987 had
         10 or more years of credited service and  whose years of age plus
        credited service totaled 55 or  more, and (ii) whose termination
       of employment with General Motors Corporation occurs after such
       employe has been employed by Thomson Industries, Inc., through:

(1)   April 30, 1990, or                                

          (2)   a date prior to April 30, 1990, and is terminated by Thomson
            Industries, Inc., other than as a discharge (for cause).

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Gen.  Pro., 12(h)                                                               

(h)   GENERAL MOTORS INDUSTRIAL CLEANING TECHNOLOGY CENTER          

   Notwithstanding any  other provision  of  this Program,  in
    connection  with the  joint venture  between General  Motors
       Industrial Cleaning Technology Center  (ICTC) and ARA Services,
    Inc.,  (ARA), termination of employment with  General Motors
     Corporation, other than by death or retirement,  shall not be
     considered a  termination of employment for purposes of  this
          Program with respect to  an employe (i) who on  December 31, 1986,
       had 10 or more years of credited service and whose years of age
 plus credited service totaled 55 or more, and  (ii) whose
        termination of employment with General Motors Corporation occurs
     after such employe has been employed by the GM ICTC-ARA Joint
Venture through:                                        

(1)   December 31, 1989, or                             

         (2)   a date prior to December 31, 1989, and is terminated by the
            GM ICTC-ARA Joint Venture other than as a discharge (for
cause).                                     

(i)   TRUCK & BUS GROUP                                             

     Notwithstanding  any  other  provision of  this  Program,  in
        connection  with the  heavy  duty  truck  joint  venture between
         the Corporation's Truck & Bus  Group and Volvo-White, termination
           of employment with General Motors Corporation,  other than by death
           or retirement, shall  not be considered a termination of employment
           for purposes of this Program  with respect to an employe (i) who on
           August 31, 1987, had 10 or more years of credited service and whose
        years of age plus credited  service totaled 55 or more, and (ii)
       whose termination of employment with General Motors Corporation
      occurs after such employe  has been employed by the heavy duty
truck joint                                             

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                                                               Gen.  Pro., 12(i)

           venture between the Corporation's Truck & Bus Group and Volvo-White
through:                                                

(1)   August 31, 1990, or                               

        (2)   a date prior to August 31, 1990, and  is terminated by the
               GMC Truck & Bus Group -  Volvo-White Heavy Duty Truck Joint
  Venture other than as a discharge (for cause).

   (j)   MARKETING EDUCATIONAL SERVICES ACTIVITY OF THE CUSTOMER SALES AND
SERVICE STAFF                                           

  Notwithstanding any  other provision  of this Program,  in
        connection  with the divestiture  of GM's  Marketing Educational
           Services Activity of the Customer Sales and  Service Staff to Sandy
    Corporation,  termination of employment with General  Motors
    Corporation, other than by death or retirement, shall not be
    considered a termination of employment for  purposes of this
        Program with respect to an employe  (i) who on  August 31, 1987,
           had 10 or  more years  of credited service and  whose years of  age
  plus  credited service totaled 55 or  more, and (ii) whose
          termination of employment  with General Motors Corporation  occurs
      after such employe  has been employed by the Sandy Corporation
through:                                                

(1)   August 31, 1990, or                               

       (2)   a date prior to August 31, 1990, and is terminated by the
            Sandy Corporation other than as a discharge (for cause).

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Gen.  Pro., 12(k)                                                               

(k)   DETROIT DIESEL ALLISON DIVISION                               

Notwithstanding any other provision  of this Program, in
           connection with the formation  of Detroit Diesel Corporation (DDC),
            a joint venture between the Detroit Diesel  Allison Division and the
          Penske Corporation, Inc., an  employe who accepts employment  with
          DDC has been placed on a  special leave of absence for up to three
       years. During the three-year  period which commenced January 1,
            1988, any such employe will (i) participate in the DDC Pension Plan,
       (ii) not be eligible to accrue credited service under Part A or
     continuous service under Part B, and (iii) not be eligible to
contribute under Part B.                                

         All of  the Program assets attributable to any Part A and Part  B
          benefits accrued by any such employe who accepts employment at DDC
        have been  transferred to DDC.  As a  result of such transfer of
          assets, all prior benefit entitlement,  of whatever nature, ceased
hereunder on  the date of such  transfer, and the total 
         responsibility and liability  therefore has been assumed by  DDC,
          which has assumed concurrently the  sole responsibility to provide
     entirely for any retirement  benefit entitlement of any  such
         employe.  In the event  that any such  employe (i) is  terminated
          by DDC other  than for cause,  (ii) retires from  the Corporation,
         or  (iii) is reemployed by the Corporation,  all within the three
       year special  leave of absence period, the Corporation  will be
        responsible for any  Part A  and Part  B benefits  which accrued
      to any  such terminating  employe prior  to his  acceptance of
       employment  at DDC, concurrent with receipt  by the  Trustee of
         this Program of  the full  amount of Program  assets attributable
     to  any such  rehired employe  from DDC.  The Sales Agreement
           executed earlier between  the parties provides that DDC will remain
           liable under its pension plan for any benefits attributable to such
          a rehired employe's service at DDC during any employment period at
DDC.                                                    

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                                                               Gen.  Pro., 12(k)

        In view of  the prior transfer of assets to DDC representing the
          full and fair value of any  accrued benefit entitlement under this
    Program at date of such transfer, in the event that any such
   employe who accepts employment at DDC is  reemployed by the
    Corporation after (i) expiration of the  three year leave of
         absence period, or (ii) he voluntarily terminates his  employment
          at DDC within the three year leave of  absence period, he  will be
       treated under  this Program as  a newly-hired employe,  with no
       entitlement to  any benefits or credited service related to all
such prior participation hereunder.                     

(l)   AC ROCHESTER PRODUCTS DIVISION                                

           Notwithstanding any other provision  of this Program, in connection
        with the sale of the fuel injection business of the AC Rochester
         Products Division, Grand Rapids,  to Penske Transportation, Inc.,
          and Detroit Diesel  Corporation, hereinafter referred to as Diesel
        Technology Corporation (DTC),  an employe who accepts employment
          with DTC has been placed  on a special leave of absence  for up to
     three years.   During the  three-year period  which commenced
          November  1, 1988,  any such employe  will (i) participate  in the
           DTC Pension Plan, (ii)  not be eligible to  accrue credited service
         under Part A  or continuous service under  Part B, and (iii)  not
be eligible to contribute under Part B.                 

        All of the  Program assets attributable to any Part A and Part B
           benefits accrued by any such employe who  accepts employment at DTC
         have  been transferred to DTC.   As a result of such  transfer of
          assets, all prior  benefit entitlement, of whatever nature, ceased
hereunder on  the date of such  transfer, and the total 
         responsibility and liability  therefore has been assumed by  DTC,
          which has assumed concurrently the  sole responsibility to provide
    entirely for any retirement  benefit entitlement of any such
employe.   In the                                       

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Gen.  Pro., 12(l)                                                               

        event  that any  such  employe (i)  is terminated  by DTC  other
           than  for cause,  (ii) retires  from the  Corporation, or  (iii) is
         reemployed by the Corporation,  all within the three year special
         leave of absence period, the Corporation will  be responsible for
      any  Part A  and Part  B benefits  which accrued  to any  such
        terminating employe  prior to  his acceptance  of employment  at
         DTC, concurrent with receipt  by the  Trustee of  this Program of
     the full  amount of Program  assets attributable to  any such
        rehired employe  from DTC.  The Sales Agreement executed earlier
           between  the parties provides that DTC will remain liable under its
    pension plan for any benefits attributable to such a rehired
     employe's service at DTC during any employment period at DTC.

         In view of the  prior transfer of assets to DTC  representing the
          full and fair value of  any accrued benefit entitlement under this
     Program at date of such transfer, in the event that any  such
  employe who accepts employment at DTC is reemployed by the
           Corporation after (i) expiration of the three year leave of absence
        period, or (ii) he voluntarily terminates his employment at  DTC
           within the three year leave of  absence period, he  will be treated
          under this Program as  a newly-hired employe, with  no entitlement
      to  any benefits or credited service related to all such prior
participation hereunder.                                

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                                                               Gen.  Pro., 12(m)

(m)   HYDRA-MATIC DIVISION (MUNCIE PLANT)                           

           Notwithstanding any other provision of this Program, in  connection
        with the joint venture between the Hydra-Matic Division's Muncie
        Plant and Acustar's New Process Gear  operations, termination of
           employment with General Motors Corporation,  other than by death or
        retirement, shall not be considered a  termination of employment
           for purposes of this Program with respect to an  employe (i) who on
           March 31, 1990, had 10 or  more years of credited service and whose
        years of age  plus credited service totaled 55 or more, and (ii)
         whose termination of employment  with General Motors  Corporation
          occurs  after such employe  has been employed  by the  Hydra-Matic
Acustar Joint Venture through:                          

(1)   March 31, 1993, or                                

        (2)   a date prior  to March 31, 1993, and  is terminated by the
                 Hydra-Matic Acustar Joint Venture  other than as a  discharge
(for cause).                                

           Notwithstanding  the above, the benefits payable under this Program
           to  an employe who transfers to such joint venture will be based on
         the benefits  which such employe had  accrued under this  Program
       at April 1,  1990, or the date  such employe transfers to  such
joint venture, if later.                                

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Gen.  Pro., 13                                                                  

SECTION 13.  TREATMENT OF CERTAIN EMPLOYES OF                                   

(A)  ELECTRONIC DATA SYSTEMS (EDS)                          

              (1)  In connection with the transition of certain General Motors
              employes to EDS, the provisions of Part A, Article II,
                  Section 3, which otherwise serve to break credited service
            under such circumstances, will not apply to any such
                  transitioning employe who has 10 or more years of credited
                service on his last day worked prior to such transition.
                  However, no additional credited service shall accrue under
        this Program for any such transitioning employe.

           (2)  Each transitioned employe who on the date of transfer to
                 EDS had completed less than 30 years of credited service,
                   or whose years of age and years of credited service totaled
             less than 85, and who thereafter retires (a) prior to
               attaining age 62 and one month with 30 or more years of
                combined service with GM and EDS, or (b) between ages 55
               and 61 and the total of whose years of age and years of
              combined service with GM and EDS equals or exceeds 85,
            shall be entitled to receive the following described
benefits, while otherwise eligible:     

                  (a)  With respect to any monthly payment falling due prior
                      to attainment of age 62 and one month, at which time
                       any such benefit shall cease to be payable, a monthly
                    Subsidized Early Retirement Benefit, defined as an
                       amount equal to the Part A normal retirement benefit,
                      based upon credited service under this Program as of
                       the earlier of the date of transfer or March 1, 1989,
                        and the basic benefit rate in effect on March 1, 1989,
                     actuarially reduced from age 62, in accordance with
Part A, Article I,            

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                                                         Gen.  Pro., 13(a)(2)(a)

                       Section 2(b)(2)(i).  Such Subsidized Early Retirement
                        Benefit is reduced by the sum of the following monthly
          amounts, each of which shall include any
                       post-retirement increases granted on benefits accrued
                both prior to and subsequent to March 1, 1989:

                   (i) any Part A basic benefit determined without
   regard to this section,

                       (ii) any Part B benefits accrued after March 1, 1989,
and                 

                       (iii) any benefit payable under the EDS Retirement plan
                  attributable to benefit accruals after
March 1, 1989.      

               (b)  Upon attainment of age 62 and one month, a monthly
                  Minimum Guaranteed Benefit Amount, determined by
                        multiplying the credited service under this Program as
                    of the earlier of the date of transfer or March 1,
                    1989 by the Part A basic benefit rate in effect on
                    March 1, 1989, reduced by the sum of the following
                  monthly amounts, each of which shall include any
                       post-retirement increases granted on benefits accrued
                both prior to and subsequent to March 1, 1989:

                  (i)  any Part A basic benefit determined without
   regard to this section,

                       (ii) any Part B benefits accrued after March 1, 1989,

                       (iii) any benefit payable under the EDS Retirement Plan
                  attributable to benefit accruals after
March 1, 1989, and  

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Gen.  Pro., 13(a)(2)(b)(iv)                                                     

                   (iv) the total of retirement offsets described in
                             subsections 2(a)(i), (ii) and (iii) above for any
                           month prior to the attainment of age 62 and one
                        month, to the extent such offsets exceed the
                     amount of the Subsidized Early Retirement
                             Benefit.  Any such excess shall be expressed as a
                            life annuity commencing at age 62 and one month.

         (3)  Each transitioned employe who on the date of transfer to EDS had
       completed less than 30 years of credited service, and who
              thereafter retires prior to age 62 and one month with 30 or more
             years of combined service with GM and EDS, shall be entitled to
         receive, if otherwise eligible, with respect to any monthly
              payment falling due prior to attainment of age 62 and one month,
         at which time any such benefit shall cease to be payable, a
     monthly Incremental Benefit, as defined hereafter.  The
       Incremental Benefit shall be $1,400.00, multiplied by the
             Service Factor, as defined hereafter, and reduced by the sum of
             the following monthly amounts, subsections (b) and (c) of which
shall include any post-retirement increases:      

(a)  the Subsidized Early Retirement Benefit,     

(b)  the Part B supplementary benefit, and        

              (c)  the maximum primary Federal Social Security Benefit payable
unreduced because of age.               

         The Service Factor is a fraction, the numerator of which is
            years of credited service under this Program as of the earlier
       of the date of transfer to EDS, or March 1, 1989, and the
denominator of which is 30.                       

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                                                            Gen.  Pro., 13(a)(4)

       (4)  In determining the amount of any benefit payable under the EDS
             Retirement Plan attributable to benefit accruals after March 1,
       1989, as may be necessary under subsections 2(a)(iii) and
              (2)(b)(iii) above, in the event the EDS Retirement Plan fails to
              provide such benefit entitlement, any such reduction in benefits
            will be deemed to reduce benefits accrued after March 1, 1989,
      before reducing the benefits accrued prior to such date.

         (5)  Payment under this section, if any, shall be made without regard
           to whether an otherwise eligible transitioned employe retires
before, on, or after March 1, 1989.               

(6)  For purposes of determining any benefits payable under 
           subsections 2(a)(iii), 2(b)(iii), 2(b)(iv) and paragraph 3 of
              subsection (a), the basis for actuarial equivalence shall be the
             1984 Unisex Pension Mortality Table and eight percent interest.

(7)  Notwithstanding the provisions of this Program defining
          Eligibility For Retirement, any separation from EDS prior to
      attainment of age 55, on or after February 1, 1990, by a
         transitioning employe with thirty or more years of combined
            service with GM and EDS, will be considered a retirement under
             this Program, with benefits payable commencing the first of the
             month following the date of such separation.  Any benefits that
              may be payable hereunder to such an employe will be based solely
            upon GM credited service, and will be calculated in accordance
            with all of the applicable provisions of this Program.  For an
           eligible transitioned employe separated (i) from EDS prior to
             February 1, 1990, with thirty or more years of combined service
         with GM and EDS, and (ii) prior to age 55, benefits will be
payable commencing the first of the               

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Gen.  Pro., 13(a)(7)                                                            

             month following the date of such separation.  In any such case,
            the monthly amount of Subsidized Early Retirement Benefit, the
            Minimum Guaranteed Benefit Amount, and the Incremental Benefit
           would be based upon benefit rates in effect at the earlier of
(i) the date of separation, or (ii) March 1, 1989.

(B)  HUGHES AIRCRAFT                                                  

  (1)  In connection with the transfer of certain General Motors
            employes to Hughes Aircraft, the provisions of Part A, Article
            II, Section 3, which otherwise serve to break credited service
  under such circumstances, will not apply to any such
           transferring employe. However, no additional credited service
       shall accrue under this Program for any such transferring
         employe for any period while an employe of Hughes Aircraft.

 (2)  Notwithstanding any other provision of this Program, the
              provisions set forth in subparagraphs (2) through (7) of Section
              13(a) of the General Provisions immediately above shall likewise
         apply to any General Motors employe who transfers to Hughes
           Aircraft.  In any such case, the term Hughes Aircraft will be
substituted for EDS wherever applicable.          

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                                                                  Gen.  Pro., 14

SECTION 14.  TREATMENT OF CERTAIN EMPLOYES                                      

(A)  WHO PARTICIPATE IN THE PRESIDENT'S                               
EXECUTIVE INTERCHANGE PROGRAM                               

       Notwithstanding any other provision of this Program, an employe who
         is on an approved special leave of absence in order to participate in
the President's Executive Interchange Program (or a program 
    comparable in scope and effect as determined by the Corporation)
         shall be eligible to participate in this Program during the period of
  such leave of absence.  Such employe shall be granted credited
    service under Part A and continuous service under Part B of this
 Program for the period of such leave and shall be eligible to
    contribute under Part B of this Program on the basis of his base
         salary rate in effect on his last day of work preceding such absence.
  For purposes of determining "average monthly base salary", the
       monthly base salary rate in effect immediately preceding such leave
      of absence shall be used for any month of such leave during the 60
months immediately preceding termination of employment.     

(B)  WHO RETURN TO THE SERVICE OF THE CORPORATION                     
AFTER GOVERNMENT SERVICE                                    

   Notwithstanding the provisions of the definition of "Continuous
      Service" in Section 1 of these General Provisions and the credited
         service provisions of Article II of Part A, the continuous service or
        the credited service of an employe who left or leaves the service of
        the Corporation or one of its subsidiaries without an approved leave
     of absence to accept employment with the Government of the United
   States or with the Government of Canada, or with a governmental
        agency of either of said governments, and who returned or returns to
the service of the Corporation or one of its subsidiaries   

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Gen.  Pro., 14(b)                                                               

       as his first employment following such government employment, shall
       not be broken.  In no event, however, shall the period during which
  such employe is absent from service because of such government
         employment be included in the calculation of the amount of continuous
service or credited service.                                

(C)  WHO ARE EMPLOYED BY FOREIGN BUSINESS ENTITIES IN WHICH           
THE CORPORATION HAS A SUBSTANTIAL OWNERSHIP INTEREST        

       Notwithstanding any other provision of this Program, an employe who
  at the request of the Corporation accepts an assignment with a
      foreign business entity in which the Corporation has a substantial
       ownership interest shall be eligible to participate in this Program
       during the period of such assignment. Such employe shall be granted
        credited service under Part A and continuous service under Part B of
        this Program for the period of such assignment and shall be eligible
     to contribute under Part B of this Program for the period of such
       assignment and shall be eligible to contribute under Part B of this
        Program on the basis of his base salary rate that would otherwise be
        in effect in the absence of such assignment.  Such salary also shall
         be used for purposes of determining "average monthly base salary" for
 any month of such assignment during the 60 months immediately
preceding termination of employment.                        

SECTION 15.  SALARIED EMPLOYES WHO ARE TRANSFERRED TO THE HOURLY ROLLS          

 A salaried employe who is transferred to the hourly rolls, and within 6
months of such transfer breaks credited service, shall be eligible to 
   receive benefits under this Program, but shall not be eligible to receive
retirement benefits under the provisions of the "General Motors       
Hourly-Rate Employes Pension Plan".                                   

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                                                                  Gen.  Pro., 16

SECTION 16.  NAMED FIDUCIARY                                                    

    The Finance Committee of the Corporation's Board of Directors shall be the
  Named Fiduciary with respect to this Program.  The Finance Committee may
  delegate to various officers, employes and committees of the Corporation
authority to carry out such of its responsibilities as it deems       
   appropriate in order to carry out the proper and effective administration
of this Program.                                                      

SECTION 17.  PLAN ADMINISTRATOR AND APPEAL PROCEDURE                            

General Motors Corporation shall be the Plan Administrator.  The      
 Administrator will provide adequate and timely notice in writing to any
  participant or beneficiary whose claim for benefits under the Program is
 denied, setting forth the specific reasons for such denial.  Any denied
    claim may be appealed to the Plan Administrator.  The request must be made
in writing.                                                           

    The participant or beneficiary will be given an opportunity for a full and
   fair review by the Named Fiduciary or its delegate of the decision of the
   Plan Administrator denying the claim.  If a participant or beneficiary is
  not satisfied with the decision of the Plan Administrator, an appeal may
  be filed with the Employe Benefit Plans Committee (EBPC), which has been
  delegated the authority necessary to construe, interpret, and administer
 the Program.  Such an appeal must be filed in writing within sixty (60)
days from the date of the notice from the Plan Administrator denying a
  claim for benefits under the Program.  The decision of the EBPC shall be
    final and binding upon the Corporation and the participant or beneficiary.

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Gen.  Pro., 18                                                                  

SECTION 18.  CERTAIN PROVISIONS REQUIRED TO COMPLY                              
WITH SECTION 415 OF THE INTERNAL REVENUE CODE         

  (a)  For purposes of this section, the term "Annual Addition" shall mean
      the sum, for any Limitation Year, of Corporation contributions and
   forfeitures allocated to an employe's account under all defined
         contribution plans or programs plus any employe contributions to such
plans or programs and this Program.                         

  (b)  For purposes of this section, the term "Limitation Year" shall mean
   the twelve month period beginning on December 31 and ending the
following December 30.                                      

  (c)  For purposes of this section, all defined benefit plans or programs
     of the Corporation will be treated as one defined benefit plan or
   program and all defined contributions plans or programs will be
treated as one defined contribution plan or program.        

  (d)  For purposes of this section, the term "Compensation" shall mean an
    employe's compensation as defined under Section 415(c)(3) of the
Internal Revenue Code and regulations thereunder.           

(e)  DEFINED CONTRIBUTION PLAN LIMITATION                             

         In no event shall the sum of an employe's Annual Additions exceed the
       lesser of $30,000 (or such other amount prescribed by the Secretary
     of the Treasury applicable to the Limitation Year) or 25% of such
employe's Compensation for any Limitation Year.             

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                                                               Gen.  Pro., 18(f)

(F)  DEFINED BENEFIT PLAN LIMITATIONS                                 

     (1)  An employe's annual benefit under the Program (excluding any
        benefits attributable to employe contributions) during any
            Limitation Year shall not exceed the lesser of (i) 100% of the
         employe's average Compensation during his three consecutive
             highest paid years of service with the Corporation, or (ii) the
        employe's accrued benefit (prior to the application of the
             overall limitation of subsection (g)) (aa) for Limitation Years
          beginning prior to December 31, 1983, or (bb) for Limitation
             Years beginning prior to December 31, 1987, or (cc) $90,000 for
          Limitation Years beginning on or after December 31, 1987, or
           such other amount prescribed by the Secretary of the Treasury
             applicable to the Limitation Year.  As a result of an increased
              amount prescribed by the Secretary, an annual benefit limited by
             this provision in a prior year may be increased with respect to
          future payments to the lesser of the increased amount or the
        employe's annual benefit without regard to this provision.

      (2)  Annual benefits will be tested on the basis of an actuarially
             equivalent straight life annuity on the employe's life ignoring
         benefits not directly related to retirement income or death
             benefits payable prior to retirement and also ignoring benefits
           payable to the surviving spouse of a retired employe.  In the
      event that benefits commence before the employe's Social
          Security retirement age, the dollar limitation under section
        18(f)(1)(ii) shall be adjusted so that it is the actuarial
       equivalent of an annual benefit of $90,000, or such other
          adjusted amount prescribed by the Secretary of the Treasury,
             beginning at such employe's Social Security retirement age.  In
the event that benefits                           

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Gen.  Pro., 18(f)(2)                                                            

              commence after the employe's Social Security retirement age, the
             dollar limitation as described under section 18(f)(1)(ii) shall
        be increased actuarially to be the equivalent of an annual
             benefit of $90,000, or such other adjusted amount prescribed by
        the Secretary of the Treasury, beginning at such employe's
Social Security retirement age.                   

     In the event that benefits commence prior to age 55 for
              Limitation Years beginning before December 31, 1983, the benefit
        shall be adjusted to the actuarial equivalent of a benefit
          commencing at age 55, for purposes of testing the limitation
 amount applicable under Section 18(f)(1)(ii) above.

          Actuarial adjustments provided for in this subsection (f)(2)
          shall be made using an interest rate assumption equal to 5%.

      (3)  If an employe has less than 10 years of credited service with
            the Corporation, the limitation under Section 18(f)(1)(i) with
    respect to his benefit as otherwise determined will be
            proportionately reduced.  If an employe has less than 10 years
            of participation in this Program, the limitation under Section
           18(f)(1)(ii) with respect to his benefit shall be adjusted by
              multiplying such amount by a fraction, the numerator of which is
           the employe's years of participation in this Program, and the
denominator of which is ten (10).                 

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                                                            Gen.  Pro., 18(f)(4)

    (4)  In the case of an employe who had credited service prior to
        October 3, 1973, the limitation described in paragraph (1)
         preceding shall not be less than his benefit (excluding any
         benefit attributable to employe contributions) based on the
            terms of the Program as in effect on October 2, 1973 and based
              on the continuation of his Compensation at the rate in effect on
           October 2, 1973.  The limitation applicable to an employe who
        broke credited service before October 3, 1973 shall be the
            deferred retirement benefit payable to such employe determined
as of the date his credited service was broken.   

        (5)  In the case of an employe who was a participant in this Program
           prior to January 1, 1983, the limitation described in Section
           18(f)(1)(ii) shall not be less than his accrued benefit as of
              December 30, 1983 under the terms and conditions of this Program
as in effect on July 1, 1982.                     

(g)  OVERALL LIMITATION                                               

        For any employe who is participating under both this Program and any
  defined contribution plans or programs of the Corporation, the
         projected benefit for such employe under the defined benefit plans or
        programs shall be reduced to the extent necessary to prevent the sum
       of the following fractions computed as of the end of any Limitation
 Year from exceeding 1.4 for any Limitation Year ending before
      December 31, 1983, and 1.0 for any Limitation Year beginning on or
after December 31, 1983.                                    

(1)  DEFINED BENEFIT PLAN FRACTION:                         

              The defined benefit plan fraction shall be equal to the ratio of
(i) divided by (ii) below, where:                 

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Gen.  Pro., 18(g)(1)(i)                                                         

           (i)  equals the projected annual benefit of the employe as of
                the close of the Limitation Year under the Corporation's
                  defined benefit plans or programs less any portion of such
           benefits attributable to employe contributions, and

      (ii) equals the lesser of 100% of such employe's average
              Compensation during his three consecutive highest paid
                   years of service with the Corporation, multiplied by 1.4 in
                  determining the fraction applicable in any limitation year
             beginning on or after December 31, 1983 or the amount
                 prescribed by the Secretary of the Treasury applicable to
                   the Limitation Year as described under Section 18(f)(1)(ii)
              of this Program, multiplied by 1.25 In determining the
                  fraction as applicable in any limitation year beginning on
                   or after December 31, 1983.  This amount shall be adjusted,
              if appropriate, to reflect the availability of greater
                  benefits under the Program as in effect on October 2, 1973
and Compensation as of that date.       

(2)  DEFINED CONTRIBUTION PLAN FRACTION:                    

          The defined contribution plan fraction shall be equal to the
ratio of (i) divided by (ii) below, where:        

         (i)  equals the sum of the Annual Additions to an employe's
account for each Limitation Year, and   

         (ii) equals the sum of the defined contribution denominator
                increments for that year and all prior Limitation Years.
          For each Limitation Year, the defined contribution
denominator increment is                

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                                                        Gen.  Pro., 18(g)(2)(ii)

                   the lesser of (a) 1.25 times the dollar limitation for that
                   year, or (b) 1.4 times the Compensation limitation for that
year.                                   

             For any employe who was participating in this Program as of the
             last day of the Limitation Year beginning December 31, 1986, as
           prescribed in regulations, an amount shall be subtracted from
           (2)(i) above so that the sum of this fraction and the defined
      benefit plan fraction does not exceed 1.0 For such year.

           The Annual Additions for any Limitation Year beginning before
           January 1, 1987, shall not be recomputed to treat all employe
contributions as Annual Additions.                

SECTION 19.  CERTAIN PROVISIONS REQUIRED TO COMPLY                              
WITH SECTION 416 OF THE INTERNAL REVENUE CODE         

 In any Plan Year in which the Program is a "Top-Heavy Plan", as defined
in Section 416 of the Internal Revenue Code, the requirements of this 
Section are applicable and must be satisfied.                         

(a)  DEFINITIONS                                                      

    (1)  "Cumulative Account" means the sum of an employe's accounts
              under a defined contribution plan (for an unaggregated plan), or
             under all defined contribution plans included in an Aggregation
            Group (for aggregated plans), determined as of the most recent
        plan valuation date within a 12-month period ending on the
          Determination Date, increased by any contributions due after
    such valuation date and before the Determination Date.

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Gen.  Pro., 19(a)(2)                                                            

       (2)  "Cumulative Accrued Benefit" means the sum of benefits under a
          defined benefit plan (for an unaggregated plan) or under all
         defined benefit plans included in an Aggregation Group (for
           aggregated plans), determined under the actuarial assumptions
         set forth in such plan or plans, as of the most recent plan
   valuation date within a 12-month period ending on the
         Determination Date as if the employe voluntarily terminated
service as of such valuation date.                

      (3)  "Determination Date" means the last day of the preceding Plan
Year.                                             

       (4)  "Valuation Date" means the last day of a Plan Year as of which
              date participants' accounts shall be valued at fair market value
              and as of which date the present value of accrued benefits shall
be valued.                                        

      (5)  "Key Employe" means any employe described in Internal Revenue
Code Section 416(i)(1) and regulations thereunder.

       (6)  "Top-Heavy Plan" means for any plan year beginning after 1983,
          this Program is top-heavy if any of the following conditions
exists:                                           

             (a)  If the top-heavy ratio for this Program exceeds 60 percent
                and this Program is not part of any required aggregation
       group or permissive aggregation group of plans.

            (b)  If this Program is a part of a required aggregation group
                   of plans (but which is not part of a permissive aggregation
             group) and the top-heavy ratio for the group of plans
exceeds 60 percent, or                  

            (c)  If this Program is a part of a required aggregation group
                   of plans and part of a permissive aggregation group and the
            top-heavy ratio for the permissive aggregation group
exceeds 60 percent.                     

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                                                            Gen.  Pro., 19(a)(7)

(7)  TOP-HEAVY RATIO:                                       

           (a)  If the Corporation maintains one or more defined benefit
                 plans and the Corporation maintains or has maintained one
                  or more defined contribution plans which during the 5-year
                 period ending on the determination date(s) has or has had
                  any account balances, the top-heavy ratio for any required
             or permissive aggregation group, as appropriate, is a
                  fraction, the numerator of which is the sum of the present
                   value of accrued benefits determined in accordance with (b)
                   below, and the sum of account balances under the aggregated
                  defined contribution plan or plans for all key employes as
                  of the determination date(s), and the denominator of which
                  is the sum of the present values of accrued benefits under
                   the aggregated defined benefit plan or plans, determined in
                   accordance with (b) below, for all participants and the sum
            of the account balances under the aggregated defined
                 contribution plan or plans for all participants as of the
                determination date(s), all determined in accordance with
               Section 416 of the Code and the regulations thereunder.
                 The account balances under a defined contribution plan in
                 both the numerator and denominator of the top-heavy ratio
              are adjusted to include any distribution of an account
       balance made in the 5-year period ending on the
determination date.                     

           (b)  For purposes of (a) above, the value of account balances
         and the present value of accrued benefits will be
                  determined as of the most recent valuation date that falls
             within or ends with the 12-month period ending on the
determination date.  The account        

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Gen.  Pro., 19(a)(7)(b)                                                         

                 balances and accrued benefits of a participant (1) who is
              not a key employe but who was a key employe in a prior
                   year, or (2) who has not received any compensation from any
                   employer maintaining the plan at any time during the 5-year
       period ending on the determination date will be
                  disregarded.  The calculations of the top-heavy ratio, and
                   the extent to which distributions, rollovers, and transfers
              are taken into account will be made in accordance with
               Section 416 of the Code and the regulations thereunder.
                 When aggregating plans, the value of account balances and
                 accrued benefits will be calculated with reference to the
              determination dates that fall within the same calendar
year.                                   

      (8)  "Permissive Aggregation Group" means the required aggregation
            group of plans plus any other plan or plans of the Corporation
             which, when considered as a group with the required aggregation
           group, would continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Internal Revenue Code.   

       (9)  "Required Aggregation Group" means: (1) each qualified plan of
             the Corporation in which at least one key employe participates,
       and (2) any other qualified plan of the Corporation which
         enables a plan described in (1) to meet the requirements of
     Sections 401(a)(4) or 410 of the Internal Revenue Code.

    (10) "Present Value" means the present value of accrued benefits
            which shall be determined based on actuarial factors including
         an interest rate assumption of 7% and the UP 1984 mortality
table.                                            

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                                                               Gen.  Pro., 19(b)

(b)  MINIMUM ACCRUED BENEFIT                                          

       (1)  Notwithstanding any other provision in this Program except (3)
       and (4) below, for any Plan Year in which this Program is
          top-heavy, each participant who is not a key employe and has
           completed 1,000 hours of service will accrue a benefit (to be
          provided solely by employer contributions and expressed as a
           life annuity commencing at normal retirement age) of not less
          than two percent of the highest average compensation for the
              five consecutive years for which the participant had the highest
             compensation.  The minimum accrual is determined without regard
       to any Social Security contribution.  The minimum accrual
    applies even though under other Program provisions the
       participant would not otherwise be entitled to receive an
           accrual, or would have received a lesser accrual for the year
         because (i) the non-key employe fails to make contributions
     under Part B of the Program, (ii) the non-key employe's
          compensation is less than a stated amount, (iii) the non-key
    employe is not employed on the last day of the accrual
        computation period, or (iv) the Program is integrated with
Social Security.                                  

(2)  For purposes of computing the minimum accrued benefit, 
         compensation will include all compensation, as that term is
defined for Section 415 purposes.                 

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Gen.  Pro., 19(b)(3)                                                            

         (3)  No additional benefit accruals shall be provided pursuant to (1)
          above to the extent that the total accruals on behalf of the
             participant attributable to employer contributions will provide
        a benefit expressed as a life annuity commencing at normal
     retirement age that equals or exceeds 20 percent of the
     participant's highest average compensation for the five
         consecutive years for which the participant had the highest
compensation.                                     

    (4)  All accruals of an employer derived benefit, whether or not
           attributable to years for which the plan is top-heavy, may be
            used in computing whether the minimum accruals requirements of
paragraph (3) above are satisfied.                

(c)  MAXIMUM COMPENSATION                                             

      Annual compensation of any employe shall not be taken into account
       under the Program in excess of $200,000, such amount to be adjusted
   annually for increases in the cost of living in accordance with
Section 416(d) of the Internal Revenue Code.                

(d)  MINIMUM VESTING                                                  

  (1)  For any plan year in which this program is top-heavy, the
          following minimum vesting schedule will automatically apply:

(a) 20% vesting after 2 years of service,         

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                                                         Gen.  Pro., 19(d)(1)(b)

(b)  40% vesting after 3 years of service,        

(c)  60% vesting after 4 years of service,        

(d)  80% vesting after 5 years of service,        

(e)  100% vesting after 6 years of service.       

          The minimum vesting schedule applies to all accrued benefits
     within the meaning of Section 411(a)(7) of the Internal
              Revenue Code except those attributable to employe contributions.
             Further, no reduction in vested benefits may occur in the event
          the Program's status as top-heavy changes for any plan year.
              Any participant who has completed at least five years of service
          when the plan ceases to be top-heavy, will remain under this
             vesting schedule with respect to his accrued benefit determined
             at any time following the date the plan ceases to be top-heavy.
             However, this section does not apply to the accrued benefits of
             any employe who does not have an hour of service after the plan
       has initially become top-heavy and such employe's accrued
     benefits attributable to employer contributions will be
determined without regard to this section.        

        (2)  The minimum accrued benefit required (to the extent required to
             be nonforfeitable under Section 416(b)) may not be suspended or
          forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the
Internal Revenue Code.                            

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Gen.  Pro., 19(e)                                                               

(e)  DISTRIBUTIONS FOR CERTAIN KEY EMPLOYES                           

         Notwithstanding any other provision of this Program, if a key employe
        is a five percent owner (as defined in Section 416) in the plan year
        in which the employe attains age 70-1/2, benefit distributions shall
         commence no later than April 1 of the following plan year (whether or
not the employe has retired).                               

(f)  DETERMINATION OF SUPER TOP HEAVINESS                             

        The Program shall be super top-heavy if it would be a top-heavy plan
       under the provisions of (a)(6), but substituting "90%" for "60%" in
such provisions.                                            

(g)  ADJUSTMENTS IN SECTION 415 LIMITS                                

        For any plan year in which the Program is top-heavy, for purposes of
      the limitations on contributions and benefits under Section 415 of
    the Internal Revenue Code, the dollar limitations in the defined
    benefit plan fraction and the defined contribution plan fraction
shall be multiplied by 1.0 rather than 1.25.                

(h)  ACCOUNT BALANCES AND ACCRUED BENEFITS                            

        Account balances and accrued benefits shall be calculated to include
all amounts attributable to both Corporation and employe    
contributions.                                              

146 

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                                                                      Appendix A

APPENDIX A

For the sole purpose of Part A, Article II, Section 10 of this Program, the     
following salaried positions are designated foundry jobs in each listed plant   
location under the conditions specifically set forth herein.  No other salaried 
position is designated as a foundry job.                                        

CENTRAL FOUNDRY PLANT, DANVILLE, ILLINOIS 

                                                                [Download Table]

Position Code                       Position Title                          
-------------  -------------------------------------------------------------
                                                                            
    4M10       Laboratory Tester (Excludes Spectrometer Operator, Chief     
                 Chemist (Wet), Metalographer, Radiographer (Cobalt), Raw   
                 Materials Inspector, Spectro-Sample Preparation)           

    5M24       Metallurgist (Excludes Spectrometer Operator, Chief          
                 Chemist (Wet), Metalographer, Radiographer (Cobalt), Raw   
                 Materials Inspector, Spectro-Sample Preparation)           

    6M08       Foreman - Production                                         

    6M42       Foreman - Maintenance                                        

    6M47       Supervisor - Laboratory                                      

    6R41       Foreman - Inspection                                         

    7M03       Chief Electrician                                            

    7M14       General Foreman - Production                                 

    7M19       General Foreman - Maintenance                                

    7P02       Supervisor - Safety                                          

    7R38       General Foreman - Inspection                                 

    7R58       Supervisor - Quality Control                                 

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Appendix A                                                                      

APPENDIX A (Cont.)

CENTRAL FOUNDRY PLANT, DEFIANCE, OHIO 

                                                                [Download Table]


Position Code                         Position Title                         
-------------  -----------------------------------------------------------   
                                                                             
    4M10       Laboratory Tester (Excludes Molding Sand Tester, Carbon       
                 Determinator & Spectrometer Operator, Spectrometer          
                 Operator, Cobalt Operator, Furnace Control, Wet Chemist,    
                 Receiving Inspection, Core Sand Tester, Cut-Up, Carbon      
                 Analyzer, Carbon Train)                                     

    5M24       Metallurgist (Excludes Molding Sand Tester, Carbon            
                 Determinator & Spectrometer Operator, Spectrometer Operator,
                 Cobalt Operator, Furnace Control, Wet Chemist, Receiving    
                 Inspection, Core Sand Tester, Cut-up, Carbon Analyzer,      
                 Carbon Train)                                               

    6M08       Foreman - Production                                          

    6M42       Foreman - Maintenance                                         

    6M47       Supervisor - Laboratory                                       

    6R41       Foreman - Inspection                                          

    7M03       Chief Electrician                                             

    7M14       General Foreman - Production                                  

    7M19       General Foreman - Maintenance                                 

    7M41       General Supervisor - Laboratory                               

    7P02       Supervisor - Safety                                           

    7R38       General Foreman - Inspection                                  

148 

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                                                                      Appendix A

APPENDIX A (Cont.)

CENTRAL FOUNDRY MALLEABLE IRON PLANT, SAGINAW, MICHIGAN 

                                                                [Download Table]

Position Code                           Position Title                  
-------------  -------------------------------------------------------- 
                                                                        
    4M10       Laboratory Tester (Excludes Quantovac Operator, Induction
                 Furnace Operator, Raw Materials Handler, Radiographer  
                 (Cobalt), Sample Preparation, Special Chemist,         
                 Metalographer, Sample Cut-Up)                          

    5M24       Metallurgist (Excludes Quantovac Operator, Induction     
                 Furnace Operator, Raw Materials Handler, Radiographer  
                 (Cobalt), Sample Preparation, Special Chemist,         
                 Metalographer, Sample Cut-Up)                          

    6M08       Foreman - Production                                     

    6M42       Foreman - Maintenance                                    

    6M47       Supervisor - Laboratory                                  

    6R41       Foreman - Inspection                                     

    7M14       General Foreman - Production                             

    7M19       General Foreman - Maintenance                            

    7M41       General Supervisor - Laboratory                          

    7M57       Supervisor - Pattern Shop                                

    7R38       General Foreman - Inspection                             

149 

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Appendix A                                                                      

APPENDIX A (Cont.)

CENTRAL FOUNDRY GREY IRON PLANT, SAGINAW, MICHIGAN

                                                                [Download Table]

Position Code                   Position Title                           
-------------  ----------------------------------------------------------
                                                                         
    5R24       Metallurgist (Excludes Metallurgist assigned to Chemistry 
                 Laboratory duties outside plant production area)        

    6M08       Supervisor - Productive Department                        

    6M42       Supervisor - Maintenance (Excludes supervisors assigned   
                 to the Garage and Machine Shop)                         

    6M47       Supervisor - Laboratory (Instrumentation)                 

    6R41       Supervisor - Inspection                                   

    7M14       General Supervisor - Productive Departments               

    7M19       General Supervisor - Maintenance (Excludes General        
                 Supervisors of Garage and Machine Shop)                 

    7R38       General Supervisor - Inspection                           

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                                                                      Appendix B

APPENDIX B

For the sole purpose of Part A, Article II, Section 12 of this Program, the     
following salaried positions are designated asbestos jobs in each listed plant  
location under the conditions specifically set forth herein.  No other salaried 
position is designated as an asbestos job.                                      

 As of April 1, 1991, no GM unit or salaried position is involved in the
blending and processing of raw asbestos.                              

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Appendix C                                                                      

APPENDIX C

In accordance with Section 1(a)(1) and Section 8 of the General Provisions, the 
following sets forth certain benefit rates and a benefit formula, which are     
applicable to General Motors salaried employes in Puerto Rico who retire under  
this Program with benefits payable commencing on or after October 1, 1990, in   
lieu of the benefit rates set forth in Section 1(b), 4(a)(ii), 7(a)(1) and      
7(a)(2) of Article 1 of Part A and the formula set forth in Section 2(a)(2) of  
Article 1 of Part B. Salaried employes in Puerto Rico who retired with benefits 
payable commencing prior to October 1, 1990, continue to be covered under the   
terms and conditions of this Program, except that the provisions of Section 9   
of Article 1 of Part A and Section 7 of Article 1 of Part B shall not be        
applicable to any GM salaried employe in Puerto Rico.                           

BASIC BENEFIT RATE

                                                                [Download Table]

                                       Basic Benefit Rate     
                                  Per Year of Credited Service
  Retirement                          for Months Commencing   
 With Benefits        Benefit                10-1-90          
    Payable            Class                   and            
  Commencing           Code                   After           
--------------------------------------------------------------
                                                              
                                                $             

October 1, 1990          A                    18.20           
and After                B                    18.45           
                         C                    18.70           
                         D                    18.95           

TEMPORARY BENEFIT RATE

                                                                [Download Table]

                           Monthly Temporary             
  Retirement                Benefit Amount               
 With Benefits      Per Year of                          
    Payable          Credited                            
  Commencing          Service                Maximum     
---------------------------------------------------------
                                                         
                         $                      $        

October 1, 1990                                          
and After              15.00                 450.00      

152 

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                                                                      Appendix C

APPENDIX C (Cont.)

EARLY RETIREMENT SUPPLEMENT 

                                                                [Download Table]

                              Total Monthly Benefit Rate For Determining
                                  Monthly Early Retirement Supplement   
                                     Prior to Age 62 and One Month      
                                 For Retirements With 30 or More Years  
     Retirement                           of Credited Service           
    With Benefits                               10-1-90                 
       Payable                                    and                   
     Commencing                                  After                  
------------------------------------------------------------------------
                                                                        
                                                   $                    
   October 1, 1990                                                      
   and After                                      935                   

INTERIM SUPPLEMENT

                                                                [Download Table]

                            Monthly Amount of Interim Supplement 
  Age at                    Payable Prior to Age 62 and One Month
Retirement                    for Each Year of Credited Service  
-----------------------------------------------------------------
                                                                 
                                             $                   

    55                                       5.25                
    56                                       6.25                
    57                                       7.50                
    58                                       8.75                
    59                                      10.00                
    60                                      11.50                
    61                                      11.50                

SUPPLEMENTARY BENEFITS

The monthly supplementary retirement benefit shall be 1% of the employe's       
average monthly base salary in excess of $1,895, times the number of years and  
months of the employe's credited service.  For purposes of determining average  
monthly base salary, $1,895 shall be used for any month prior to termination of 
employment for which the employe's full monthly base salary rate was less than  
$1,895.                                                                         

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K405 Filing	Date	First	Last	Other Filings

	1/1/92	40
	9/1/92	48
	9/30/92	65
	10/1/92	20	98
	1/1/93	40
	3/31/93	134
	9/14/93	39
For The Period Ended	12/31/94			10-K405/A, 11-K
Filed On / Filed As Of	3/13/95			8-K

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Motors Liquidation Co · 10-K405 · For 12/31/94 · EX-10.(B)

Filed On 3/13/95 · SEC File 1-00143 · Accession Number 950124-95-665

Annual Report -- [X] Reg. S-K Item 405 · Form 10-KFiling Table of Contents

EX-10.(B) · Material ContractExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

EX-10.(B) · Material Contract
Exhibit Table of Contents