GM » Topics » 2005 Non-Employee Director Compensation Table

This excerpt taken from the GM DEF 14A filed Apr 28, 2006.

2005 Non-Employee Director Compensation Table

Director

        Annual Retainer

  Audit
Committee
Retainer

        Chair
Retainer

  Other
Compensation

  Total
Compensation

          $ (a)   $         $   $ (b)   $

Percy N. Barnevik (c)

        200,000                 10,000           23,488             233,488  

Erskine B. Bowles (d)

        116,667                        9,077             125,744  

John H. Bryan

        200,000                 10,000           17,513             227,513  

Armando M. Codina

        200,000                       19,694             219,694  

George M.C. Fisher

        200,000                 10,000           14,904             224,904  

Karen Katen

        200,000                       19,766             219,766  

Kent Kresa

        200,000           20,000                 15,529             235,529  

Ellen J. Kullman (e)

        200,000           11,667                 19,766             231,433  

Philip A. Laskawy

        200,000           20,000           10,000           17,223             247,223  

E. Stanley O’Neal (f)

        200,000                 10,000           19,766             229,766  

Eckhard Pfeiffer

        200,000           20,000                 23,488             243,488  

(a) Under the General Motors Corporation Compensation Plan for Non-Employee Directors (the “Compensation Plan for Non-Employee Directors”), non-employee directors were required to defer $140,000 of the annual retainer noted above in restricted units denominated in shares of Common Stock. In addition, under this plan directors could also elect to defer all or a portion of the remaining compensation in cash or restricted units denominated in shares of Common Stock.

(b) “Other Compensation” includes imputed income and reimbursement of associated taxes for the use of company vehicles, as well as personal accident and liability insurance elected by non-employee directors.

(c) Since Mr. Barnevik is headquartered outside the U.S., non-cash items in “Other Compensation” may not be comparable.

(d) Mr. Bowles was elected to the Board on June 7, 2005.

(e) Ms. Kullman joined the Audit Committee effective June 7, 2005.

(f) Mr. O’Neal resigned from the Board effective February 6, 2006.

8


      Under the Compensation Plan for Non-Employee Directors, RSUs are credited with dividend equivalents in the form of additional stock units. Amounts deferred under this plan are not available until after the director retires from the Board or otherwise terminates service. After the director leaves the Board, payment under this plan is made in cash based on the number of stock units valued at the average quarterly mean market price prior to payment.

      Directors are reimbursed for travel expenses incurred in connection with their duties as directors. Directors, like all active GM employees in the U.S., are eligible to participate in a matching contributions program to accredited four-year colleges, universities, and community colleges, and all eligible contributions are matched on a dollar-for-dollar basis up to $5,000 annually.

      To support GM’s on-going turnaround plan to reduce costs and business risks and to further enhance financial flexibility, the Board of Directors voluntarily reduced its annual $200,000 retainer by 50 percent effective March 1, 2006. This reduction eliminates the $60,000 cash portion of director compensation and $40,000 of the mandatory deferred stock portion.

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