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Voting:	You are entitled to vote at the meeting if you were a holder of record of Common Stock at the close of business on April 11, 2014.

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(1)	Board Committee Names: AC - Audit Committee, DCGC - Directors and Corporate Governance Committee, ECC - Executive Compensation Committee, FC - Finance Committee, PPC - Public Policy Committee

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(1)

On January 15, 2014, Daniel F. Akerson stepped down as Chairman and Chief Executive Officer ("CEO") and is serving as Senior Advisor until he leaves the Company in July 2014. Mary T. Barra, who was Executive Vice President, Global Product Development, Purchasing & Supply Chain, was elected by the Board of Directors to replace Mr. Akerson as CEO. Daniel Ammann was named President of the Company with responsibility for managing regional operations around the world, global Cadillac and Chevrolet brand organizations, and GM Financial. Charles K. Stevens, III was named Executive Vice President & Chief Financial Officer on January 15, 2014, replacing Mr. Ammann. In addition, on January 15, 2014, Stephen J. Girsky stepped down as Vice Chairman and is serving as Senior Advisor until he leaves the Company in July 2014. Mr. Girsky remains on our Board of Directors.

•	Base salary;

•	Salary stock units ("SSUs"); and

•	Long-Term RSUs

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If you received a paper copy of proxy materials: To vote by Internet or telephone, you should follow the instructions provided on the proxy card or voting instruction form enclosed with the proxy materials. To vote by mail, mark, sign, and date the proxy card or voting instruction form included with the materials and return it in the enclosed envelope in time to be received before the date of the annual meeting. If you receive more than one proxy card or voting instruction form (which means you have shares in more than one account), you must mark, sign, and date each proxy card or voting instruction form you received. If you vote by Internet or telephone, you do not need to mail your proxy card or voting instruction form.

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If you received a mailed Notice of Internet Availability of Proxy Materials: You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions provided in the Notice or on the website indicated in the Notice. If you prefer to vote by mail, you must request a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction form enclosed with the proxy materials.

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

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•	E-mail: stockholder.services@gm.com;

•	Fax: 313-667-1426; or

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

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

•	Majority voting for directors and the related requirement that each incumbent director, when nominated for re-election, submit a written irrevocable resignation that would become effective if the Board accepts that resignation following an uncontested election in which the director fails to receive a majority of the votes cast, excluding abstentions;

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

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

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

•	Mandatory retirement for directors at age 72;

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

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

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

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

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

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

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

•	Confidentiality of Board materials, deliberations, and actions;

•	Directors’ unrestricted access to management;

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•	Annual evaluation of the CEO by the Board; and

•	Board responsibility for overseeing succession planning for management.

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

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

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

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

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

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

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

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

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The Audit Committee oversees risks associated with financial and accounting matters and the Company’s financial reporting and disclosure process. It also reviews the Company’s policies for risk assessment and risk management, including our major financial and accounting risk exposures and actions taken to mitigate these risks as well as reviewing management’s assessment of legal and regulatory risks identified in the Company’s compliance programs;

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

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

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

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

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•	Their demonstrated global business and social perspective, personal integrity, and sound judgment;

•	Expertise and experience gained in government and non-profit organizations that would complement or expand that of the current directors;

•	Their demonstrated commitment to the highest ethical standards and values of the Company;

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

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

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•	The stated or apparent reasons for the votes against the director could be better addressed or resolved in a different way; or

•	The resignation of the director would: (1) eliminate an Audit Committee financial expert; (2) cause the Board to have less than a majority of independent directors; (3) cause GM to fail to satisfy the listing requirements of the NYSE; (4) result in a default or breach under any loan covenants; or (5) trigger a significant payment under an executive employment contract or other contract.

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

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

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

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

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During the past three years, neither the director nor any immediate family member has been employed (except, in the case of family members, in a capacity other than as an executive officer) by one of our significant suppliers or customers or any affiliate of such supplier or customer. For the purposes of this standard, a supplier or customer is considered significant if its sales to, or purchases from, us represent the greater of $1 million or two percent of our or the supplier’s or customer’s consolidated gross revenues.

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(1)	Not standing for re-election to the Board at the 2014 annual meeting.

(2)	Retiring from the Board effective as of the 2014 annual meeting, pursuant to the Board’s retirement age policy.

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(3)	Appointed non-executive Chairman of the Board on January 15, 2014.

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(1)

Includes annual retainer fees, Chair and Audit Committee fees, as well as Lead Director fees. The totals in this column include amounts required or elected to be deferred under the Director Compensation Plan and converted into share units at the average daily closing price of our Common Stock for 2013 (and prorated as applicable for a director who has joined or retired from the Board during the calendar year).

(2)	“All Other Compensation” includes among other items incremental costs for the use of company vehicles and the costs associated with personal accident insurance. See Table 3 below.

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(3)	Mr. Laskawy retired from the Board effective June 6, 2013.

(4)	Admiral Mullen joined the Board on February 1, 2013.

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

(2)	Reflects cost of premiums for providing personal accident insurance. Taxes related to imputed income are the responsibility of the director.

(3)

We assumed the General Motors Corporation Compensation Plan for Non-Employee Directors, and it remains in place with respect to past deferrals of compensation to former directors of General Motors Corporation who are members of our Board. The amounts reported under “Aggregate Earnings on Deferred Compensation” reflect interest on fees for service on the board of directors of General Motors Corporation deferred in cash-based alternatives. General Motors Corporation did not credit interest at above-market rates. In general, General Motors Corporation did not pay deferred amounts until January following the director’s retirement or separation from its board of directors. General Motors Corporation then paid those amounts, either in lump sum or in annual installments for up to ten years based on the director’s deferral election.

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(1)	Deferred Share Units - Represents the unit equivalents of our Common Stock under the Director Compensation Plan described on page 24.

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

(2)	Includes vested and undelivered salary stock units, which are denominated in stock units and will be delivered in cash or stock at the executive's election pursuant to their respective delivery schedules.

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(1)

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

(2)

Canada GEN Investment Corporation ("Canada Holdings") is a wholly-owned subsidiary of Canada Development Investment Corporation ("CDIC") and the direct owner and record holder of our Common Stock. CDIC is an indirect beneficial owner of our Common Stock. CDIC is a Canadian federal Crown corporation, meaning that it is a business corporation established under the Canada Business Corporations Act, owned by the federal Government of Canada.

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

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

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

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

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

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•	Continued strong vehicle sales in the U.S. and China, with deliveries of 9.7 million units globally;

•	Achieved year-over-year revenue growth, with 2013 revenue of $155.4 billion;

•	Achieved net income attributable to stockholders of $5.3 billion and EBIT - Adjusted(1) of $8.6 billion, and reduced losses in Europe;

•	Launched 36 new vehicles globally;

•	Achieved industry-leading quality in becoming the first domestic automaker to finish on top of the J. D. Power Initial Quality Study in the U.S.; and

•	Ended 2013 with a fortress balance sheet, including $29 billion of cash and marketable securities, providing a strong base to fund important product development and market expansion initiatives and a cushion against cyclical industry trends.

(1)

Excludes interest income, interest expense, income taxes, gains or losses on the settlement or extinguishment of obligations, impairment charges related to goodwill and certain investments, and gains or losses on the sale of non-core investments. For more complete information, please refer to "Reconciliation of Consolidated, Automotive and GM Financial Segment Results," on page 36 of our 2013 Annual Report on Form 10-K filed on February 6, 2014.

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•	Links individual and business performance to our stockholders’ interests;

•	Maintains a critical line of sight between company performance and individual rewards;

•	Supports good corporate governance objectives and compensation best practices;

•	Mitigates business risk; and

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

•	Say-on-Pay and Say-on-Frequency Vote: We have held an advisory vote on executive compensation on an annual basis and recommend that this frequency continue;

•	Investor Outreach: We considered feedback from discussions with our largest institutional investors in developing our executive compensation program;

•	Director Independence: Our Compensation Committee is composed only of independent directors and may meet in executive session without management present;

•	Clawback and Recoupment: Incentive award payouts are subject to our Policy on Recoupment of Incentive Compensation;

•	Stock Ownership Requirements: We are implementing stock ownership requirements in 2014 with the approval of our proposed incentive plans;

•	Limited Perquisites: We provide only a limited number of perquisites;

•	No Tax Gross Ups: We provide no tax gross ups, except under our relocation and foreign service policies covering all employees;

•	Pre-Approval of Equity Transactions: Our Securities Trading Policy requires directors and executive officers to contact the GM Legal Staff prior to any sales or purchases of Common Stock;

•	Hedging Prohibition: Trading in GM derivatives and short sales is prohibited;

•	Compensation Consultant: Our Compensation Committee has retained Compensation Advisory Partners (“CAP”) as its independent executive compensation consultant;

•	Compensation Risk Management: Our Compensation Committee meets at least annually with our General Auditor and Chief Risk Officer to assess executive compensation risk;

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•	Performance-Driven Incentive Plans: Our new short- and long-term incentive plans for executives are predominantly based on achievement of performance targets correlated to our business goals and budget commitments to the Board; and

•	Change-in-Control Provisions: Our new General Motors Company 2014 Long-Term Incentive Plan (the "2014 LTIP") requires both a change in Company ownership and a termination of employment (“double-trigger”) to initiate protection provisions for outstanding incentive awards.

•	Daniel F. Akerson - Chairman & Chief Executive Officer

•	Daniel Ammann - Executive Vice President & Chief Financial Officer

•	Stephen J. Girsky - Vice Chairman, Corporate Strategy, Business Development, and Global Product Planning

•	Mary T. Barra - Executive Vice President, Global Product Development, Purchasing & Supply Chain

•	Karl-Thomas Neumann - Executive Vice President & President, Europe

•	Base salary;

•	Salary stock units; and

•	Long-term restricted stock units.

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

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•	Investor return — The compensation paid should recognize the need to remain viable and competitive, and to retain and recruit critical talent;

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

•	Performance-based compensation — An appropriate portion of total compensation should be performance based over a relevant performance period;

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

•	Employee contribution — Compensation should reflect the current and prospective contributions of the individual employee.

•	Base Salary — Base salary paid in cash was permitted to exceed $500,000 per year only in appropriate cases for good cause shown;

•	SSUs — The majority of each NEO’s total annual compensation was generally comprised of SSUs whose value is determined by the price of our Common Stock. The quarterly SSU grants are payable in three equal annual installments beginning on the first anniversary of the end of the quarter in which they were deemed to have been granted;

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RSUs — With limited exceptions, not more than one-third of total annual compensation was comprised of RSUs, which were granted based on annual business and financial performance and capped at the target level. The RSUs will be settled and two-thirds will be delivered after the second anniversary date of the grant, with one-third delivered after the third anniversary date of the grant, if applicable vesting conditions have been satisfied. Except in the case of disability or death, the executive will forfeit any unsettled RSUs if he or she does not satisfy the requirements of the General Motors Company 2009 Long-Term Incentive Plan (the “2009 LTIP”) or remain with the Company for the required time period following the grant. Dr. Neumann's RSUs were granted pursuant to the terms of his employment agreement; and

•	Perquisites and Other Compensation — Perquisites and other compensation were limited to $25,000 or less for each NEO absent independent justification and good cause shown. There were no severance payments to the NEOs or accruals of any U.S. non-qualified deferred compensation or supplemental executive retirement plan benefits for the NEOs prior to December 16, 2013.

•	Large Fortune 100 companies (2012 annual revenue from $29.9 billion to $241.9 billion, with median revenue of $63.7 billion, versus GM revenue of $152.3 billion);

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

•	Global enterprises; and

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

(1)	Global Industry Classification Standard ("GICS") comprised of ten major business sectors.

•	Aligning long-term interests of our executives with those of our stockholders;

•	Recognizing both Company and individual performance;

•	Attracting, rewarding, and retaining critical leadership and technical talent; and

•	Fostering a culture of ownership and accountability.

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(1)

Actual compensation amounts paid or earned by the NEOs during fiscal year 2013 are reflected in the totals that are included in the “2013 Summary Compensation Table” on page 41. The RSUs that were granted on March 1, 2013 and appear in the “2013 Summary Compensation Table” and the “2013 Grants of Plan Based Awards” table on page 44 are based on the approved 2012 NEO target compensation structure. Dr. Neumann's RSUs were granted on April 1, 2013 pursuant to his employment agreement.

(2)	"Other" includes amounts paid to Dr. Neumann to provide for a buyout of restrictions from his former employer.

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•	Focus on long-term performance aligned with stockholder interests and incentives that are paid over a period of time that takes into account the potential risk over the same time period;

•	Incentive plan metrics must be aligned with our business strategy;

•	Performance objectives are balanced with the quality and sustainability of business results;

•	The full range of potential payouts under each plan is understood;

•	Payouts are capped;

•	Leverage and ratio of incentive compensation to salary and total compensation are understood;

•	Performance, structure, and target incentive plan opportunities are comparable to those of industry or comparator companies for employees not subject to UST limitations on compensation;

•	The Compensation Committee may exercise discretion where appropriate, with the concurrence of the Special Master;

•	The recoupment policy provides for clawback of incentive payouts if financials were revised due to a material misstatement that would result in lower incentive payouts;

•	Our Securities Trading Policy prohibits employees from buying or selling GM securities when in possession of material non-public information; and

•	The Compensation Committee reviews and discusses material risks when considering incentive programs.

•	The elements of our compensation programs do not create negative incentives for the executives that are hazardous to the long-term health of the Company, the quality of earnings, or the interests of stockholders;

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•	The mix of cash and equity awards does not create a hazardous imbalance between short- and long-term risk and reward decisions; and

•	The incentive compensation recoupment feature appropriately supports the accuracy of our financial statements and encourages the executives to focus on maintaining accurate financial records and on complying with relevant accounting policies.

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(1)

Titles in the table reflect the NEOs' positions as of December 31, 2013. On January 15, 2014, Mr. Akerson stepped down from his position as Chairman & CEO and is serving as Senior Advisor until he leaves the Company in July 2014. Ms. Barra was named CEO, replacing Mr. Akerson. At the same time, Mr. Ammann was appointed President. In addition, Mr. Girsky stepped down from his position as Vice Chairman on the same date and is serving as Senior Advisor until he leaves the Company in July 2014.

(2)

The amounts shown in this column reflect the value of SSUs and RSUs at their grant dates to each of the NEOs. Individual grants for 2013 are discussed in the "2013 Grants of Plan Based Awards" table on the following pages. We describe the valuation assumptions used in measuring the 2013 expense in Note 23 to the Consolidated Financial Statements, "Stock Incentive Plans" in our 2013 Annual Report on Form 10-K. Quarterly SSU grants are non-forfeitable and become transferable in three equal installments at each of the first, second, and third anniversary of the grant date.

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(3)

These amounts represent the actuarial change in the present value of the executive's accrued benefit for 2013 attributed to year-over-year variances in applicable discount rates, lump sum interest rate, mortality rates, and employer contributions to tax-qualified and non-qualified plans as described in the section entitled "Pension Benefits and Retirement Programs Applicable to Executive Officers" on page 45. In 2013 the actuarial values decreased in the amount of $205,624 for Ms. Barra’s pension, but the negative amounts are not reflected in the table pursuant to proxy reporting regulations. The Company does not credit interest at above-market rates to any deferred accounts and no interest amounts are included in these totals.

(4)	Totals for amounts included as "All Other Compensation" are described on page 42.

(5)	Dr. Neumann’s salary, which is paid in Euros, has been converted to U.S. dollars, applying an average foreign exchange rate for the period from March 1, 2013 to December 31, 2013.

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

(2)	Includes employer contributions to tax-qualified savings and retirement benefit plans during 2013. No employer contributions were made to non-qualified savings or retirement plans for NEOs during 2013 prior to December 16, 2013.

(3)

Includes premiums paid by the Company for Group Variable Universal Life ("GVUL") insurance for executives. Employees are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. Amounts also include the Company's cost of premiums for providing personal accident insurance for members of the Board for Mr. Akerson and Mr. Girsky, and group accident insurance for Dr. Neumann under the plan for Opel Management Board members.

(4)

Totals for Mr. Akerson and Ms. Barra include incremental costs for event tickets. NEOs may use charter aircraft for travel with the prior approval of the CEO or General Counsel when a clear business rationale is stated. A spouse may accompany the executive on the aircraft when the executive is traveling for business purposes if the spouse’s participation is required and imputed income is assessed to the executive. No personal use of the aircraft is permitted. Dr. Neumann joined the Company on March 1, 2013, and amounts for him include payments made to provide for a buyout of restrictions from his former employer. The payments were made in Euros and have been converted to U.S. dollars using the foreign exchange spot rate on each payment date as provided by Reuters.

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(1)	Amounts include the actual costs of residential security systems maintenance and monitoring for Mr. Akerson.

(2)

Includes the incremental cost of cars and drivers provided by the Company for various events and incremental cost to maintain the executive company vehicle program fleet that is allocated to each executive (including lost sales opportunity and incentive costs, if any; fuel, maintenance, and repair costs; insurance claims, if any; licensing and registration fees; and use taxes). Participants in the program are required to purchase or lease at least one GM vehicle every four years and asked to evaluate the vehicles they drive, thus providing feedback about our products. Participants are also required to pay a monthly administration fee of $300 and are charged with imputed income based on the value of the vehicle they choose to drive. Taxes assessed on imputed income are the responsibility of the participant. Mr. Akerson's and Mr. Girsky's vehicles were provided under the provisions of the vehicle program for the Board which does not require payment of an administration fee and is described on pages 24-26.

(3)	Costs associated with financial counseling and estate planning services with approved providers.

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(1)

On January 14, 2013 the Compensation Committee took action to approve RSU awards to be granted on March 1, 2013 in recognition of 2012 Adjusted AFCF performance. The awards were made at the target amount, which is also the maximum amount payable. Pursuant to the terms of the 2009 LTIP, the value used to determine the number of RSUs granted on March 1, 2013 was $27.12 based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($27.21) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements. Dr. Neumann's RSUs were granted on April 1, 2013, based on the average of the high and low trading price of Common Stock on the NYSE on the grant date ($27.87). However, the grant date fair value shown here is based on the closing price of Common Stock on the grant date ($27.80) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements.

(2)

The Compensation Committee approved SSU grants to be made on various salary payment dates. Pursuant to Plan terms, the value used to determine the number of RSUs granted on March 31, 2013 was $27.87; June 30, 2013, $33.26; September 30, 2013, $35.97; and December 31, 2013, $40.81, based on the average of the high and low trading price of Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of Common Stock on the grant dates (March 31, 2013, $27.82; June 30, 2013, $33.31; September 30, 2013, $35.97; and December 31, 2013, $40.87) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 23 of the Consolidated Financial Statements.

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(1)

The amounts in Column (j) reflect 2012 and 2013 RSU grants that vest as described above under "2013 Grants of Plan Based Awards." The 2011 awards are subject to forfeiture for three years and conditioned upon repayment of GM's TARP obligations. On the third anniversary date of the grant, the 2011 awards settle ratably with each 25 percent of GM's TARP obligations that have been repaid. The awards are valued in this column based on the closing price of Common Stock on December 31, 2013 ($40.87). In December 2013, the UST sold its remaining shares of Common Stock and it was subsequently determined that 25 percent of the outstanding TARP-related RSU grants would be forfeited. Accordingly, 25 percent of the shares remaining for TARP-related grants outstanding on December 31, 2013, for each of the NEOs was forfeited as follows: Mr. Akerson, (23,682); Mr. Ammann, (28,554); Mr. Girsky, (28,125); and Ms. Barra, (28,094). Dr. Neumann’s grant on April 1, 2013 is contingent on continued service on each vesting date as described above under "2013 Grants of Plan Based Awards."

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