X0303 4 2011-02-10 0001467858 General Motors Co GM 0001366861 Reilly David Nicholas 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT MI 48265-3000 1 Vice President Restricted Stock Units 0 2011-02-10 4 A 0 27717 0 A Common Stock 27717 27717 D Restricted Stock Units ("RSUs") were awarded on February 10, 2011, pursuant to the Company's 2009 Long-Term Incentive Plan (the "GMLTIP"). The RSUs will vest on the third anniversary of the award date provided the reporting person remains continuously employed through that date. RSU awards will be settled when they vest except that until all the Company's obligations under Treasury Regulation 31 CFR 30.1 (Q-1) (the "TARP Obligations") have been repaid, awards will be settled after vesting in increments of 25% for each 25% of the TARP Obligations that have been repaid. Each RSU represents a right to receive one share of the Company's common stock upon settlement. /s/ Anne T. Larin, attorney-in-fact for Mr. Reilly 2011-02-14