IMPORTANT GM SAVINGS PLANS INFORMATION ENCLOSEDGENERAL INFORMATION The principal executive offices...

IMPORTANT GM SAVINGS PLANSINFORMATION ENCLOSED

Personal Savings PlanPROSPECTUS

Dear PSP Participant:

Attached is an updated GM Personal Savings Plan (PSP) Prospectus, dated March 16, 2009, whichcontains important information about the Plan. This updated Prospectus includes informationabout recent and upcoming changes to the Plan. Please take the time to review the followingchanges that are reflected in this Prospectus.

• As a reminder, the GM Common Stock Fund is currently closed to new investments, andexchanges into the GM Common Stock Fund are currently not permitted. See “AdditionalInformation Specific to the GM Common Stock Fund” under “Description of InvestmentOptions — General Motors $1-2/3 Par Value Common Stock Fund” on page 37.

• Minimum Required Distributions for 2009 are suspended for retired and terminated partic-ipants who are age 70-1⁄2 or older. See “Termination of Employment” on page 46.

• The following funds have changed their names, effective March 16, 2009: SSgA Large CapIndex Fund (previously referred to as the Promark Large Cap Index Fund); SSgA Mid/SmallCap Index Fund (previously also referred to as the Mid/Small Cap Index Fund); SSgAInternational Index Fund (previously also referred to as the International Index Fund); SSgAEmerging Markets Index Fund (previously also referred to as the Emerging Markets IndexFund); and SSgA REIT Index Fund (previously also referred to as the REIT Index Fund). Eachof these funds continues to be managed by State Street Global Advisors. These changes re-flect a name change only. For information on the investment strategy of each of thesefunds, please see the Prospectus.

• During the second quarter of 2009, GM expects to implement an automatic enrollment fea-ture for the PSP whereby any eligible employee not participating in the PSP will automati-cally be enrolled in the PSP at a 3% pre-tax contribution rate. All affected employees willbe advised of the automatic enrollment in advance of the first contribution in order to af-ford such employees the opportunity to cancel or modify this automatic enrollment elec-tion.

Effective January 1, 2009 the annual contribution limits for pre-tax and Roth contributions areshown in the chart below. These amounts are adjusted periodically under Federal regulations.

Annual Deferred Contribution LimitsYear Under Age 50 Catch-Up*

ContributionsAge 50 or Over

(Includes “Catch-Up”)2009 $16,500 $5,500 $22,000

*Catch-up contributions may be made only by an eligible participant age 50 or over.

Please read this Prospectus and keep it on file for future reference. It will provide you with a betterunderstanding of the various features of the PSP and the investment opportunities available to youas a Participant.

GENERAL MOTORS CORPORATION

Attach.

Savings-Stock Purchase ProgramPROSPECTUS

Dear GM S-SPP Participant:

Attached is an updated GM Savings-Stock Purchase Program (S-SPP) Prospectus, dated March 16,2009, which contains important information about the S-SPP. This updated Prospectus includesinformation about recent and upcoming changes to the S-SPP. Please take the time to review thefollowing changes that are reflected in this Prospectus.

• As a reminder, the GM Common Stock Fund is currently closed to new investments, andexchanges into the GM Common Stock Fund are currently not permitted. See “AdditionalInformation Specific to the GM Common Stock Fund” under “Description of InvestmentOptions — General Motors $1-2/3 Par Value Common Stock Fund” on page 37.

• Based on current business conditions, the GM matching contributions (previously one dol-lar for each one dollar you contributed up to 4% of eligible base salary) were suspended asof November 1, 2008 and continue to be suspended. GM will continue to monitor thebusiness outlook to determine whether GM matching contributions will be re-introducedand, if so, at what level. Additionally, if GM matching contributions are reinstated, theallocation of the matching contribution will change from semi-monthly to quarterly.Specifically, any GM matching contributions will be allocated to a participant’s account onthe last day of the month following the end of the calendar quarter. See “S-SPP CorporationContributions” on page 10.

• Effective January 1, 2009, the following provisions went into effect:

— For an eligible salaried employee hired on or after January 1, 1993, GM currentlycontributes 1% of eligible monthly salary to his/her S-SPP account. Beginning January 1,2009, the 1% GM Benefit Contribution will be allocated to eligible participant accountson the last day of the month following the end of the calendar quarter. For example, thecontribution for the 1st quarter of 2009 will be allocated to accounts on April 30, 2009.

— As previously announced in the August 2008 Total Compensation Journal, forcontributions made beginning January 1, 2009, the 1% GM Benefit Contribution and4% Retirement Contribution (including any earnings) will not be available forwithdrawals or loans until the earlier of the participant attaining age 59-1/2 or uponseparation from service with GM. This provision does not impact the 1% GM BenefitContributions or 4% GM Retirement Contributions made to an eligible participant’saccount prior to January 1, 2009.

• Minimum Required Distributions for 2009 are suspended for retired and terminated partic-ipants who are age 70-1⁄2 or older. See “Termination of Employment” on page 46.

• The following funds have changed their names, effective March 16, 2009: SSgA Large CapIndex Fund (previously referred to as the Promark Large Cap Index Fund); SSgA Mid/SmallCap Index Fund (previously also referred to as the Mid/Small Cap Index Fund); SSgAInternational Index Fund (previously also referred to as the International Index Fund); SSgAEmerging Markets Index Fund (previously also referred to as the Emerging Markets IndexFund); and SSgA REIT Index Fund (previously also referred to as the REIT Index Fund). Eachof these funds continues to be managed by State Street Global Advisors. These changes re-flect a name change only. For information on the investment strategy of each of thesefunds, please see the Prospectus.

Effective January 1, 2009 the annual contribution limits for pre-tax and Roth contributions areshown in the chart below. These amounts are adjusted periodically under Federal regulations.

Annual Deferred Contribution LimitsYear Under Age 50 Catch-Up*

ContributionsAge 50 or Over

(Includes “Catch-Up”)2009 $16,500 $5,500 $22,000

*Catch-up contributions may be made only by an eligible participant age 50 or over.

Please read this Prospectus and keep it on file for future reference. It will provide you with a betterunderstanding of the various features of the S-SPP and the investment opportunities available toyou as a Participant.


Attach.

PROSPECTUS

This document constitutes part of a prospectus coveringsecurities that have been registered under the Securities Act of 1933, as amended.


COMMON STOCK($1-2/3 Par Value)

This Prospectus relates to shares of stock that General Motors will offer and deliver under the

GENERAL MOTORS PERSONAL SAVINGS PLANFOR HOURLY-RATE EMPLOYEES

ANDTHE GENERAL MOTORS SAVINGS-STOCK

PURCHASE PROGRAM FOR SALARIED EMPLOYEESIN THE UNITED STATES

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVEDTHESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

General Motors Corporation has not authorized anyone to provide you with information that isdifferent from the information contained in this Prospectus or in the documents which are a part ofthis Prospectus through incorporation by reference. You should not assume that the information inthis Prospectus is accurate as of any date other than the date of this Prospectus, unless otherwiseindicated.

The date of this Prospectus is March 16, 2009

TABLE OF CONTENTSPage

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

THE GM SAVINGS PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5• Personal Savings Plan (PSP) • Savings-Stock Purchase Program (S-SPP)

GM Benefits & Services Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5PSP Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6S-SPP Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6PSP Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7PSP Corporation Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8S-SPP Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8S-SPP Corporation Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10S-SPP Formation of Classes and Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11PSP and S-SPP Automatic Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Investment of Contributions in the GM Savings Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Your Responsibility for Election of Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Information About Your Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Risks You Should Be Aware Of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18Structure of Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19Description of Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

Notice of Your Rights Concerning Employer Securities, as Required by Federal Law . . . . . . . . . . . . . . . . . . . . . . . .41Miscellaneous Information About Account Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42Fund Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43Withdrawals and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44Trust-to-Trust Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47Rollover Contributions from Other Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .47Source of the General Motors Common Stock Acquired for the GM Savings Plans . . . . . . . . . . . . . . . . . . . . . . . . .52Employee Retirement Income Security Act of 1974, as Amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52PSP Voting or Tendering of GM Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52S-SPP Voting or Tendering of GM Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52Special Provisions Regarding Veterans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53Reference to Full Text . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

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GENERAL INFORMATION

The principal executive offices of General Motors Corpo-ration (“General Motors,” “GM,” the “Corporation” orthe “GM Savings Plans Sponsor”) are located at 300Renaissance Center, Detroit, Michigan 48265-3000. Wemaintain a website at www.gm.com where general in-formation about us is available. We are not incorporat-ing the contents of our website into this Prospectus.

General Motors, on behalf of itself and as agent for cer-tain of its directly and indirectly wholly-owned andsubstantially wholly-owned subsidiaries, established theGeneral Motors Personal Savings Plan for Hourly-RateEmployees in the United States (the “PSP”) effectiveDecember 30, 1983, which as most recently amendedeffective September 26, 2007, constitutes the completetext of the Supplemental Agreement Covering the Per-sonal Savings Plan (“Complete Text of the PSP”).

General Motors Corporation, on behalf of itself and asagent for its directly or indirectly wholly-owned andsubstantially wholly-owned subsidiaries, established,effective October 1, 1955, the General Motors Savings-Stock Purchase Program for Salaried Employees in theUnited States (the “S-SPP”), which as most recentlyamended effective January 1, 2009, constitutes thecomplete text of the General Motors Savings-Stock Pur-chase Program for Salaried Employees in the UnitedStates (“Complete Text of the S-SPP”).

In this Prospectus, references to the “GM Savings Plans”shall mean the PSP and the S-SPP.

The purpose of the GM Savings Plans is to facilitate theaccumulation of savings by you and other eligible em-ployees.

Capitalized terms used in this Prospectus and not other-wise defined herein have the meanings specified in theComplete Text of the PSP or the Complete Text of theS-SPP, as the context requires. The foregoing statementsare summaries of certain provisions of the GM SavingsPlans. They do not purport to be complete and arequalified entirely by reference to the Complete Text ofthe PSP or the Complete Text of the S-SPP, as appro-priate.

In this Prospectus, references to General Motors com-mon stock means General Motors Common Stock,$1-2/3 par value.

DOCUMENTS INCORPORATEDBY REFERENCE

The Securities and Exchange Commission (the “SEC”)permits General Motors to “incorporate by reference”

information that we file with them, which means thatwe can disclose important information to you by refer-ring you to those documents. The information in-corporated by reference is an important part of thisProspectus, and information that we file later with theSEC will automatically update and supercede this in-formation. This Prospectus incorporates by reference thedocuments listed below that General Motors has pre-viously filed with the SEC and any future filings madeby GM under Sections 13(a), 13(c), 14, or 15(d) of theSecurities Exchange Act of 1934, as amended (the“Exchange Act”), prior to the time that General Motorsfiles a post-effective amendment which indicates that ithas sold all securities offered by this Prospectus orwhich deregisters all remaining unsold securities. Thesedocuments incorporated by reference contain importantinformation about General Motors and its finances.

• The Annual Report on Form 10-K for the year endedDecember 31, 2008.

• For PSP participants, the PSP Annual Report onForm 11-K for the year ended December 31, 2007(hereinafter referred to as the “2007 PSP Form 11-K”).

• For S-SPP participants, the S-SPP Annual Report onForm 11-K for the year ended December 31, 2007(hereinafter referred to as the “2007 S-SPP Form11-K”).

• The Quarterly Reports on Form 10-Q and the Cur-rent Reports on Form 8-K, filed since December 31,2008; provided, however, we do not incorporateForm 8-Ks filed with the SEC which include in-formation “furnished” pursuant to Items 2.02 and7.01 of Form 8-K, which pursuant to General In-struction B of Form 8-K are not deemed to be“filed” for the purpose of Section 18 of the Ex-change Act.

• The description of the General Motors commonstock contained in Article Fourth of the GeneralMotors Restated Certificate of Incorporation, whichGeneral Motors filed as Exhibit 3(i) to its AnnualReport on Form 10-K dated December 31, 2003,and any amendment or report which General Mo-tors files for the purpose of updating that in-formation.

• For PSP participants, the Supplemental AgreementCovering the Personal Savings Plan, as most re-cently amended effective September 26, 2007.

• For S-SPP participants, the General Motors Savings-Stock Purchase Program for Salaried Employees inthe United States as most recently amended effec-tive January 1, 2009.

You may request a copy of the documents incorporatedby reference into this Prospectus, except exhibits tosuch documents unless those exhibits are specificallyincorporated by reference in such documents, at no

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cost, by writing or calling us at the following addressand telephone number:

General Motors CorporationEmployee Benefits, Savings PlansMail Code 482-C26-A68300 Renaissance CenterP.O. Box 300Detroit, MI 48265Telephone: 1-313-665-4525

WHERE YOU CAN FINDMORE INFORMATION

GM files annual, quarterly, and special reports, proxystatements and other information with the SEC. Youmay read and copy any document that GM files at thePublic Reference Room of the SEC at 100 F Street, N.E.Room 1580, Washington, D.C. 20549. You may obtaininformation on the operation of the Public ReferenceRoom by calling the SEC at 1-800-SEC-0330. In addi-tion, the SEC maintains an Internet site at www.sec.govthat contains reports, proxy statements and other in-formation regarding registrants that file electronically,including GM. GM is not incorporating the contents ofthe SEC website into this Prospectus. Reports and otherinformation can also be inspected at the offices of theNew York Stock Exchange, Inc., 20 Broad Street, NewYork, New York 10005, where our GM common stockis listed.

ADMINISTRATION

The GM Benefit Plans Administration Committee isthe administrator of the GM Savings Plans (the“Administrator”) and a named fiduciary of the GM Sav-ings Plans with respect to their general administration.This named fiduciary may delegate authority to carryout such of its responsibilities as it deems proper, to theextent permitted by the Employee Retirement IncomeSecurity Act of 1974, as amended (“ERISA”). TheAdministrator has discretionary authority to construe,interpret, apply, and administer the GM Savings Plans.

Except as set forth below, Promark Investment Advisors,Inc. (formerly known as General Motors InvestmentManagement Corporation) (“Promark InvestmentAdvisors”) is the named fiduciary of the GM SavingsPlans for purposes of investment of GM Savings Plansassets. Promark Investment Advisors may delegate au-thority to carry out such of its responsibilities as itdeems proper, to the extent permitted by ERISA.

State Street Bank and Trust Company serves as the in-dependent fiduciary and investment manager with re-

spect to the General Motors $1-2/3 Par Value CommonStock Fund (the “GM Common Stock Fund”), which isan investment option under the GM Savings Plans. Ac-cordingly, Promark Investment Advisors is not thenamed fiduciary of the GM Savings Plans for purposesof investment with respect to the GM Common StockFund. State Street Bank and Trust Company may dele-gate authority to carry out such of its responsibilities asit deems proper, to the extent permitted by ERISA andby its engagement agreement with GM and PromarkInvestment Advisors. The GM Common Stock Fund iscurrently closed to new investments. See “AdditionalInformation Specific to the GM Common Stock Fund”under “Description of Investment Options—GeneralMotors $1-2/3 Par Value Common Stock Fund” belowfor important additional information.

As noted under “Your Responsibility for Election of In-vestment Options”, you are solely responsible for theselection of your investment options. In addition, to theextent Section 404(c) of ERISA does not apply and to theextent permissible by law, any participant or beneficiarywho makes an eligible investment election or otherwiseexercises control over the assets in a participant’s ac-count is deemed the “named fiduciary” under ERISAresponsible for such investment election or exercise ofcontrol.

Various aspects of the GM Savings Plans administrationhave been delegated to a recordkeeper (the “Record-keeper”), currently Fidelity Investments InstitutionalOperations Company (“Fidelity”). In carrying out itsdelegated responsibilities, the Recordkeeper has discre-tionary authority to construe, interpret, apply, and ad-minister the GM Savings Plans provisions. Thediscretionary authority delegated to the Recordkeeperis, however, limited to terms of the GM Savings Plansrelevant to its delegated responsibilities and does notpermit the Recordkeeper to render a determination ormake any representation concerning benefits that arenot provided by the terms of the GM Savings Plans. TheRecordkeeper’s actions are given full force and effectunless determined by the Administrator to be contraryto the provisions of the GM Savings Plans or arbitraryand capricious.

GM reserves the right to amend, modify, suspend, orterminate either or both the PSP and the S-SPP, in wholeor in part, at any time, by action of its Board of Direc-tors or other individual or committee authorized by theBoard to take such action. No oral statements canchange the terms of the GM Savings Plans. The GMSavings Plans can only be amended in writing by GM’sBoard of Directors or an appropriate individual orcommittee as designated by the Board of Directors.Absent an express delegation of authority from theBoard of Directors, no one has the authority to commitGM to any benefit or benefit provision not provided forunder the GM Savings Plans.

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It is intended that each of the GM Savings Plans con-stitute a plan described in Section 404(c) of ERISA, andpursuant to such Section 404(c), the fiduciaries of theGM Savings Plans may be relieved of liability for lossesresulting from investment instructions given by anyparticipant or beneficiary.

The trust established under the GM Savings Plans isadministered by State Street Bank and Trust Company(“the Trustee”), Master Trust Division, One EnterpriseDrive, North Quincy, Massachusetts 02171. There is nomaterial relationship other than in the ordinary courseof business between State Street Bank and Trust Com-pany and GM or GM’s employees.

For PSP participants, the Administrator has final discre-tionary authority to construe, interpret, apply andadminister the PSP and serves as the final authority for aparticipant whose claim for benefits is denied under thePSP.

For S-SPP participants, the Employee Benefit PlansCommittee (EBPC) of GM has final discretionaryauthority to construe, interpret, apply, and administerthe S-SPP and serves as the final step of the S-SPP ap-peal procedure. Any interpretation or determinationregarding the S-SPP made by the EBPC are given fullforce and effect, unless it is proven that the inter-pretation or determination was arbitrary and capri-cious.

THE GM SAVINGS PLANS

GM BENEFITS & SERVICES CENTER

Many aspects of recordkeeping and transaction process-ing related to the GM Savings Plans are centralized andperformed in their entirety by the GM Benefits & Serv-ices Center. This centralized facility consists of a touch-tone voice response telephone system, an Internet website, as well as a staff of customer service associates.Fidelity currently provides the services for the GMBenefits & Services Center.

If you are a participant in a GM Savings Plan you mustestablish a confidential Personal Identification Number(“PIN”) by calling the GM Benefits & Services Center,toll-free, at 1-800-489-4646. Access to the services of-fered through the GM Benefits & Services Center isavailable only when a PIN has been properly estab-lished with the GM Benefits & Services Center (see“Miscellaneous — Confidential Information”).

You may access your account information and initiatetransactions by calling the GM Benefits & Services Cen-ter, toll-free, at 1-800-489-4646 or by accessing youraccount on the Internet at gmbenefits.com.

If you are calling from outside the United States or Cana-da, you must first get an AT&T Direct access number by(1) visiting http://www.att.com/traveler, (2) calling 1-800-331-1140 for a list of country codes, or (3) asking thelocal operator for assistance. After you dial your AT&TDirect access number, enter 1-877-833-9900 to reachthe GM Benefits & Services Center. If you are callingfrom an area not supported by AT&T Direct, please usethe following international collect phone number: 1-508-787-9902. You will hear a simple greeting that says:“Operator, we accept collect calls.” Following this, yourcall will be connected and you may follow the promptsprovided by the voice response system. If you are hearingand speech impaired, you may call the TTY numberwhich is 1-877-347-5225.

Transactions initiated by you and confirmed by the GMBenefits & Services Center before the close of businessof the New York Stock Exchange (“NYSE”), normally4:00 p.m. Eastern Time (“ET”), on a Business Day areprocessed at the applicable fund’s closing price on thatBusiness Day. For purposes of this Prospectus, “BusinessDay” means any day the NYSE is open for business,except in the event of the occurrence on any day ofgovernment restrictions, exchange or market rulings,suspensions of trading, acts of civil or military authority,national emergencies, fires, earthquakes, floods or othercatastrophes, acts of God, wars, riots, or failures ofcommunication or power supply, or other circum-stances beyond the reasonable control of the Trustee.The Trustee shall determine in its discretion the extentto which such day shall constitute a Business Day forany purpose of the GM Savings Plans. If the NYSE isclosed as a result of a holiday, weekend, or the end of aBusiness Day, normally 4:00 p.m. (ET), then the effec-tive date of your transaction will be the next BusinessDay and will be processed at the fund’s closing price onthat Business Day.

PROMARK TRUST BANK, N.A. (FORMERLY KNOWNAS GENERAL MOTORS TRUST BANK, N.A.)(“PROMARK TRUST BANK”) RESERVES THE RIGHTTO SUSPEND CONTRIBUTIONS TO, REDEMPTIONSFROM AND EXCHANGES INTO OR OUT OF THEPROMARK INCOME FUND AT ANY TIME INRESPONSE TO MARKET CONDITIONS OROTHERWISE, WHICH MIGHT IN TURN DELAY YOUREXCHANGES TO OR FROM THE OTHER FUNDS, THEGENERAL MOTORS $1-2/3 PAR VALUE COMMONSTOCK FUND MANAGED BY STATE STREET BANKAND TRUST COMPANY, OR THE OTHERINVESTMENT OPTIONS. STATE STREET BANK ANDTRUST COMPANY RESERVES THE RIGHT TOSUSPEND CONTRIBUTIONS TO, REDEMPTIONSFROM AND EXCHANGES INTO OR OUT OF THESTATE STREET-MANAGED FUNDS OR THE GENERALMOTORS $1-2/3 PAR VALUE COMMON STOCKFUND, AS PERMITTED, AT ANY TIME IN RESPONSE

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TO MARKET CONDITIONS OR OTHERWISE, WHICHMIGHT IN TURN DELAY YOUR EXCHANGES TO ORFROM THE OTHER FUNDS OR THE GENERALMOTORS $1-2/3 PAR VALUE COMMON STOCKFUND MANAGED BY STATE STREET BANK ANDTRUST COMPANY, OR THE OTHER INVESTMENTOPTIONS. IN ITS ROLE AS AN INDEPENDENTFIDUCIARY WITH RESPECT TO THE GENERALMOTORS $1-2/3 PAR VALUE COMMON STOCKFUND, STATE STREET BANK AND TRUST COMPANYALSO HAS THE AUTHORITY TO IMPOSE ANYTEMPORARY OR PERMANENT LIMITATION ORRESTRICTION ON THE INVESTMENT OF ACCOUNTSIN THE GENERAL MOTORS $1-2/3 PAR VALUECOMMON STOCK FUND. FURTHERMORE, FIDELITY,OTHER MUTUAL FUND PROVIDERS, COLLECTIVEINVESTMENT TRUST TRUSTEES AND OTHERINVESTMENT MANAGERS RESERVE THE RIGHT TOMODIFY OR SUSPEND CONTRIBUTIONS,REDEMPTIONS AND EXCHANGES AS DESCRIBED INTHEIR PROSPECTUSES OR OTHER FUNDDOCUMENTATION, WHICH IN TURN MAY DELAYYOUR EXCHANGES TO OR FROM SUCH OTHERMUTUAL FUND OR COLLECTIVE INVESTMENTTRUST OPTIONS, THE STATE STREET-MANAGEDFUNDS OR THE OTHER INVESTMENT OPTIONS. See“Fund Exchanges” for important additional information.

IN ADDITION, AS DESCRIBED IN DETAIL UNDER“FUND EXCHANGES,” PARTICIPANTS IN THE GMSAVINGS PLANS ARE SUBJECT TO AN EXCESSIVETRADING POLICY WHICH APPLIES TO INVESTMENTOPTIONS IN THE GM SAVINGS PLANS INTO WHICHPARTICIPANT EXCHANGES ARE PERMITTED (WITHTHE EXCEPTION OF THE PROMARK INCOME FUND).UNDER THIS POLICY, PARTICIPANTS WHO HAVEEFFECTED FUND EXCHANGES IN EXCESS OF THEPOLICY’S LIMITS WILL BE PROHIBITED FORCERTAIN SPECIFIED TIME PERIODS FROMEXCHANGING INTO EITHER A PARTICULAR FUNDOR ALL FUNDS TO WHICH THE POLICY APPLIES.NEITHER GM, PROMARK INVESTMENT ADVISORS,PROMARK TRUST BANK, THE COLLECTIVEINVESTMENT TRUST TRUSTEES OR THE OTHERFUND MANAGERS, THE INVESTMENT ADVISORSNOR THE TRUSTEE SHALL BE RESPONSIBLE FOR ANYECONOMIC IMPACT (INCLUDING CHANGE INMARKET VALUE) RESULTING FROM ANYSUSPENSION, MODIFICATION OR POLICYDISCUSSED IN THIS PARAGRAPH. See also “FundExchanges” and “Withdrawals and Distributions” formore information.

THE GM BENEFITS & SERVICES CENTER TELEPHONEVOICE RESPONSE SYSTEM, AS WELL AS THE PLAN’SINTERNET WEBSITE, ARE USUALLY AVAILABLE 24HOURS A DAY; HOWEVER, SERVICE AVAILABILITYDURING THESE TIMES IS NOT GUARANTEED. NEI-

THER FIDELITY NOR GENERAL MOTORS WILL BERESPONSIBLE FOR ANY LOSS YOU MAY INCUR AS ARESULT OF THE SERVICE BEING UNAVAILABLE, ORIF EXECUTION OF THE TRANSACTION IS DELAYEDFOR ANY REASON, INCLUDING BUT NOT LIMITEDTO MARKET DISRUPTION. The customer service asso-ciates at the GM Benefits & Services Center are avail-able between 8:30 a.m. and 12:00 midnight E.T.,Monday through Friday (except holidays).

PSP ELIGIBILITY

You may participate in the PSP if you are considered byGeneral Motors to be regularly employed (as definedunder the provisions of the PSP) in the United States onan hourly basis, including hourly persons employed ona full-time basis and a part-time basis.

You may not participate in the PSP if you are classifiedas a full-time or part-time hourly employee representedby a labor organization which has not signed an agree-ment making the PSP applicable to you. In addition, ifyou are considered an employee of any directly orindirectly wholly-owned or substantially wholly owned(equity ownership of 80% or more) subsidiary of Gen-eral Motors acquired or formed by General Motors onor after January 1, 1984, you are not eligible to partic-ipate unless such subsidiary was specifically approvedfor inclusion in the PSP by the Board of Directors ofGeneral Motors. Also, if you are classified as a leasedemployee (as determined under Federal tax law), youare not eligible to participate in the PSP.

You are eligible to participate and accumulate weeklysavings under the PSP on the first day of the first payperiod next following your attainment of seniority. Se-niority, as applicable to the PSP, shall be the same asyour seniority for the period of your employment withGeneral Motors. However, if you were previously eligi-ble, and you resume active employment following atermination of employment with General Motors, youwill be eligible to participate immediately.

S-SPP ELIGIBILITY

You may participate in the S-SPP only if you are consid-ered by GM to be a “regular” employee of GM.“Regular” employees include only persons compensatedfully or partly by salary who are not represented by alabor organization (unless they are eligible throughunderstandings reached between GM and their collec-tive bargaining representatives), who are working in theUnited States or who are citizens of, or domiciled in,the United States and who are sent to work in foreignoperations by GM on a temporary basis. If you areclassified by GM as a “part-time” employee, a “regularemployee—temporary assignment,” a “flexible serviceemployee,” or a “temporary employee,” you also areeligible to participate in the S-SPP.

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If you are an employee classified as a “leased employ-ee” (as determined under Federal tax law) or you are anemployee of any direct or indirectly wholly-owned orsubstantially wholly owned (equity ownership of 80%or more) subsidiary of GM acquired or formed on orafter March 1, 1984, you are not eligible to participateunless employees of your subsidiary are specificallyapproved for inclusion in the S-SPP by the GM Board ofDirectors. If you are an individual GM classifies as a“contract employee,” a “bundled services employee,” a“consultant,” or other similarly situated individual, or anindividual who represents yourself to be an“independent contractor,” you are not eligible to partic-ipate in the S-SPP.

Eligible employees may participate in the S-SPP as ofthe first day of the month coinciding with or nextfollowing the completion of six months of employmentat GM. If you are a previously eligible employee whoreturns to work after an earlier termination of GM em-ployment, you may immediately participate upon yourreturn.

If you are on a GM approved disability leave of ab-sence, or certain special leaves of absence, you remaineligible to accumulate savings for up to six monthswhile you continue to receive eligible salary con-tinuation payments on such leaves.

PSP EMPLOYEE CONTRIBUTIONS

Making contributions to the PSP and thereby participat-ing in the PSP is entirely your choice. You may at anytime discontinue or change your future contributions tothe PSP or withdraw your assets in accordance with PSPprovisions. The decision in each instance is entirelyyour own. However, see the section below regarding“PSP and S-SPP Automatic Enrollment” for more in-formation.

If you are eligible to participate in the PSP, you mayelect to contribute to the PSP, on a weekly basis, a por-tion of your eligible weekly earnings. Eligible weeklyearnings includes almost all types of pay you receivefrom General Motors for employment during a calendarweek, including overtime, but does not include benefitpayments, or any other special payments, fees, orallowances.

You may contribute to the PSP, on (1) a before-tax basis(hereinafter referred to as “Deferred Savings”), (2) anafter-tax basis (hereinafter referred to as “After-TaxSavings”), (3) a Roth after-tax Savings basis (hereinafterreferred to as “Roth Savings”), or (4) any combination ofthe three (pre-tax, after-tax and Roth Savings) as long asin aggregate you do not exceed the PSP contributionlimit as explained in further detail below. In making anelection to participate, you designate a rate of con-tribution expressed in whole percentages of not less

than 1% and not more than 60% of your eligible weeklyearnings. General Motors will contribute the designatedamount to the trust fund established under the PSP. Inno event may your contributions exceed the amountpermitted under Federal law (see “PSP ContributionLimitations” for additional information).

If you are eligible to contribute to the PSP, your con-tributions may only be made through weekly payrolldeductions. If you elect to contribute to the PSP on apre-tax basis, these contributions are made pursuant toSection 401(k) of the Internal Revenue Code of 1986, asamended (the “Code”). If you elect to participate in thepre-tax savings feature of the PSP, you are agreeing to areduction in your pay of an amount which you desig-nate, up to the lesser of $16,500 in 2009, or 60% ofyour eligible earnings for a calendar year. Simulta-neously, GM agrees to contribute to your PSP account,on your behalf, an amount exactly equal to the amountof your weekly pay reduction. See “Tax Considerations”for a discussion of the tax effects if you elect to partic-ipate in the Deferred Savings feature of the PSP.

When you elect to contribute to the PSP on an after-taxbasis, you may contribute up to 60% of your eligibleearnings, to the extent allowed by Federal law.

If you elect to make Roth Savings contributions on anafter-tax basis, this feature is offered pursuant to section402A of the Code and you may contribute up to 60% ofyour eligible earnings.

You should know that if you elect to participate in theRoth Savings feature of the PSP and you are also con-tributing to the PSP on a pre-tax basis, your combinedcontributions (Roth and pre-tax savings) will be ag-gregated for purposes of applying the $16,500 con-tribution limit explained in further detail below.

Also, you should be aware that collectively your con-tributions (pre-tax, after-tax and Roth Savings) may notexceed the 60% Plan contribution limit.

Additionally, if you are age 50 or over, or you will at-tain age 50 by the end of the year, you may be eligibleto make “catch-up” contributions to your account to theextent allowed by Federal law. Your catch-up con-tribution percentage may be at a rate of not less than1% nor more than 40% of your eligible earnings. Catch-up contributions may be made as pre-tax and/or RothSavings and only after your contributions become sub-ject to a limitation (e.g. the limitation on pre-tax andRoth Savings contributions, $16,500 for 2009). See “PSPContribution Limitations” below for additional in-formation. The maximum amount of catch-up con-tributions you may be eligible to make in 2009 is$5,500; thereafter the amount is indexed for inflation.Additionally, your catch-up contributions will be in-vested in the same investment option(s) as you electedfor weekly contributions to the PSP. Your election to

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make catch-up contributions to your account remains ineffect until you change it.

In addition to weekly contributions, if you are eligible toreceive a Suggestion Award payment, you may elect,to have General Motors contribute to your account anamount up to 100%, in 1% increments, of the amountof such payment. If an election to defer your SuggestionAward payment has not been received by General Mo-tors, then such amount will be paid to you in cash.

Also, if you are eligible to receive a payment from theGeneral Motors Profit Sharing Plan for Hourly-RateEmployees in the United States, you may elect to haveGeneral Motors contribute to your PSP account as De-ferred Savings an amount up to 100%, in 1% incre-ments, of the amount of such payment. Profit Sharingcontributions to the PSP will be made pursuant to aqualified cash or deferred arrangement under Sec-tion 401(k) of the Code. If you have not previouslyelected to defer receipt of the amount to be paid, andan election is not received from you on or before thedate established by General Motors, the amount will bepaid to you in cash. An election to defer is only avail-able when your profit sharing amount exceeds $50.00.Your election will remain continuously in effect fromyear to year until you change it.

The Suggestion Award and Profit Sharing payments con-tributed to the PSP on your behalf will be invested inthe same investment option(s) that you have elected forweekly contributions to the PSP. However, if you havenot elected to have General Motors make weekly con-tributions to the PSP, you will be required to make aninvestment election regarding the investment of anysuch amounts to be contributed to the PSP.

You may change your election to participate in the PSP,or change your percentage of contributions, by callingthe GM Benefits & Services Center at 1-800-489-4646or you may initiate such changes online atgmbenefits.com. Any such change in participation au-thorized by you shall become effective no later than thefirst day of the second pay period following thedate on which such authorization for a change inparticipation is received by the GM Benefits & ServicesCenter.

Your initial investment option election shall remain ineffect until changed by you. You may change your PSPinvestment option election daily. Any change in yourinvestment option election shall be processed on theBusiness Day it is received by the GM Benefits & Serv-ices Center. If you have no investment option electionin effect, any contributions you make to the PSP will beinvested in the Pyramis Active Lifecycle CommingledPool with a target retirement date (as specified in thePool’s name) closest to the year that you will attain theage of 65.

PSP CORPORATION CONTRIBUTIONS

If you were hired on or after October 15, 2007 and youhave attained Seniority, GM will automatically contrib-ute to your account each pay period a contribution(“PSP Corporation Contributions”) in an amount equalto $1 per hour for each of your eligible straight-timehours, including hours compensated for certain eligibletime not worked. If you are eligible to receive any PSPCorporation Contributions, they will be credited to youraccount whether or not you contribute to the PSP.

PSP Corporation Contributions and related earnings willbe invested in the same investment options as electedfor your regular employee contributions. If you have noinvestment option election in effect, any PSP Corpo-ration Contributions will be invested in the Pyramis Ac-tive Lifecycle Commingled Pool with a target retirementdate (as specified in the Pool’s name) closest to the yearthat you will attain the age of 65.

In addition, PSP Corporation Contributions and the re-lated earnings shall vest upon your attainment of threeyears of credited service. However, in the event youseparate from service with less than three years of cred-ited service, any PSP Corporation Contributions andearnings thereon will be forfeited and applied to reduceany subsequent contributions made by the Corporation.It should be noted that if you are rehired within 60months following the month in which your terminationof employment occurred, the Administrator will auto-matically restore the forfeited PSP Corporation Con-tributions to your account.

Also, PSP Corporation Contributions and relatedearnings may be borrowed or withdrawn by you onlyafter such assets are vested and you have terminatedemployment with General Motors.

S-SPP EMPLOYEE CONTRIBUTIONS

Making contributions to the S-SPP, and thereby partic-ipating in the S-SPP, is entirely your choice. You may atany time discontinue or change your contributions tothe S-SPP or withdraw your assets in accordance withS-SPP provisions. The decision in each instance is en-tirely your own. However, see the section below regard-ing “PSP and S-SPP Automatic Enrollment” for moreinformation.

In general, if you are a GM employee working in theUnited States, the term “eligible salary” includes yourmonthly base salary. If you are a temporary GMemployee, monthly base salary means your hourly rateof pay times straight-time hours worked during a payperiod. The term “eligible salary” includes DeferredSavings (the amount of pre-tax contributions made byGM pursuant to the Deferred Savings feature of theS-SPP). Additionally, the term “eligible salary” includesamounts contributed on a pre-tax basis under GM’s

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Flexible Benefits Program for Salaried Employees in theUnited States. The term “eligible salary” excludes:

• GM matching contributions, if any

• the 1% GM Benefit Contribution

• the 4% GM Retirement Contribution

• any classified and/or executive incentive plan pay-outs/ payments

• any Flexible Compensation payments

• overtime and shift premiums

• seven-day operation premiums

• any other special payments, fees, awards, andallowances

• any amounts that are deducted from base salary andpaid for other than working (i.e., sickness and acci-dent benefits and payments while on leave).

Federal law provides that for purposes of the S-SPP,your eligible compensation may not exceed $245,000in 2009 (as may be adjusted in compliance with Federalregulations).

If you are eligible, there are multiple ways for you tocontribute to the S-SPP. Contributions to the S-SPP mayonly be made through payroll deductions.

(1) You may elect to contribute to your account, on anafter-tax basis, up to 50% of your eligible salary, tothe extent allowed by Federal law (these con-tributions are referred to as “Regular Savings”).

(2) You may elect to contribute on a pre-tax basis(these contributions are referred to as “DeferredSavings”). The Deferred Savings feature of the S-SPPis offered pursuant to Section 401(k) of the Code. Ifyou elect to participate in the Deferred Savings fea-ture of the S-SPP, you are agreeing to a reduction insalary of an amount which you designate, up to thelesser of $16,500 in 2009, or 50% of your eligiblesalary for a calendar year. Simultaneously, GMagrees to contribute to your S-SPP account, on yourbehalf, an amount exactly equal to the amount ofyour salary reduction.

Deferred Savings contributions, including catch-upcontributions (see below), (a) vest immediately and(b) can only be made through salary reductions oras noted below in (4) and (5). See “Tax Consid-erations” for a discussion of the tax effects if youelect to participate in the Deferred Savings featureof the S-SPP.

(3) You may elect to make Roth contributions on anafter-tax basis (these contributions are referred to as“Roth Savings”). The Roth Savings feature of theS-SPP is offered pursuant to section 402A of theCode.

Roth Savings contributions, including Roth catch-upcontributions, (a) vest immediately and (b) can onlybe made through salary reduction. Note that if youelect to contribute on a Deferred and Roth Savingsbasis, the contributions will be combined for pur-poses of applying the $16,500 contribution limit.See “Tax Considerations” for a discussion of the taxeffects if you elect to participate in the Roth Savingsfeature of the S-SPP.

Additionally, if you are age 50 or over, or will attainage 50 by the end of the year and are contributingat least 4% of your eligible salary to the S-SPP, youmay be eligible to make “catch-up” contributions toyour account to the extent allowed by Federal law.Catch-up contributions may only be made on apre-tax or Roth after-tax basis and only after yourcontributions become subject to a contribution limi-tation (e.g., the limitation on pre-tax Deferred Sav-ings and/or Roth Savings contributions, $16,500 for2009). If you choose to elect catch-up con-tributions, it will require a separate election forpre-tax and/or Roth catch-up contributions. Youmay elect up to 50% of your eligible salary ascatch-up contributions. The maximum amount ofcatch-up contributions you may be eligible to makein 2009 is $5,500; thereafter the amount is indexedfor inflation. Your election to make catch-up con-tributions to your account remains in effect untilyou change it.

(4) You may elect, if GM makes a cash payout underthe GM Enhanced Variable Pay Plan for SalariedEmployees in the United States, to have GMcontribute on a pre-tax basis to your account anamount up to 100%, in 10% increments, of yourEnhanced Variable Pay Plan cash payout. EnhancedVariable Pay Plan payouts will only be contributedon a Deferred Savings basis (i.e., not Roth Savingsor Regular Savings). If no investment elections areon file for you at the time of payout, the amountwill be invested in the Pyramis Strategic Balancedinvestment option.

You will be given the opportunity annually to makean election to take cash or to have GM contributeyour Enhanced Variable Pay Plan cash payout toyour account. You can establish your election dur-ing the Enhanced Variable Pay Plan annual deferralelection period. Enhanced Variable Pay Plan pay-outs contributed by GM are made in accordancewith Section 401(k) of the Code and vest immedi-ately.

(5) You may elect, if GM makes a Flexible Compensa-tion Payment (“Flex Payment”), to have GMcontribute 100% of your Flex Payment to your ac-count. The Flex Payment you elect to have con-tributed by GM is made on a pre-tax basis until

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your contributions meet the contribution limit.Thereafter, such amounts are contributed on anafter-tax basis. If no investment elections are on filefor you at the time of payout, such amounts will beinvested in the Pyramis Strategic Balanced invest-ment option.

Your Deferred Savings, including contributions from theEnhanced Variable Pay Plan payout and/or Flex Pay-ment, and your Roth Savings may not exceed the$16,500 contribution limit for 2009. Any amounts ex-ceeding $16,500 for 2009 must be contributed as Regu-lar Savings unless such amounts are catch-upcontributions as described above. However, any En-hanced Variable Pay Plan payout which is not eligibleto be contributed as Deferred Savings to your S-SPPaccount will be paid to you.

In addition, you also may elect to combine the firstthree contribution methods, provided that together theydo not total more than 50% of your eligible salary forany calendar year. The sum of the above describedmethods of contribution is referred to in this Prospectusas “employee contributions.” Your employee con-tributions may only exceed 50% of eligible salary by anamount equal to any combination of (1) a Flex Paymentcontribution, (2) an Enhanced Variable Pay Plan con-tribution, and (3) catch-up contributions. Your payrolldeductions for Regular, Deferred and/or Roth Savingscontributions must be in whole percentages of youreligible salary (rounded down to the nearest wholedollar).

You may change your election to contribute to theS-SPP, or your contribution rate for Regular Savings,Deferred and/or Roth Savings, or catch-up con-tributions, at any time, by calling the GM Benefits &Services Center at 1-800-489-4646 or online atgmbenefits.com. Any change in your contribution ratefor Regular, Deferred and/or Roth Savings, or catch-upcontributions, will generally become effective as of yournext pay period following the date such authorization isreceived by the GM Benefits & Services Center. Yourcontribution rate election remains in effect until youchange it. However, if you reach the annual con-tribution limit for Deferred and/or Roth Savings yoursubsequent contributions will automatically be made onan after-tax basis until the end of the calendar year tothe extent allowed by Federal law. If you have electedcatch-up contributions on a pre-tax or Roth basis, yourcontributions will stop once you have reached theannual catch-up limit ($5,500 for 2009).

If you have no investment option election in effect, anycontributions you make to the S-SPP will be invested inthe Pyramis Strategic Balanced Commingled Pool.

S-SPP CORPORATION CONTRIBUTIONS

From time to time, GM may contribute to your S-SPPaccount an amount equal to a certain percentage ofyour eligible base salary. Any such GM contributionsare referred to in this Prospectus as “matchingcontributions”. Such matching contributions are subjectto change at any time at GM’s discretion. Matchingcontributions may be made on your “Basic Savings”,which are your contributions up to 4% of eligible sal-ary. Your contributions above 4% of eligible salary, re-ferred to in this Prospectus as “Additional Savings”, arenot eligible to receive matching contributions.

Effective November 1, 2008, GM matching con-tributions were suspended. Such matching contributionsmay be reinstated in the future based on GM’s businessoutlook. If reinstated, the GM matching contributionswill be posted to eligible employee accounts on the lastday of the month following the end of each calendarquarter (previously, this posting was each pay period).

Any Enhanced Variable Pay Plan contributions, FlexPayment contributions and/or catch-up contributionsmade to your account are considered to be AdditionalSavings, and GM does not make a matching con-tribution. Additionally, if you are a temporary employeeGM does not make any matching contributions on yourBasic Savings.

If you are a regular GM employee who (1) has com-pleted six months of service, (2) is eligible to participatein the S-SPP, and (3) was hired with an “EmploymentCommencement Date” on or after January 1, 1993, GMwill automatically contribute to your account anamount equal to 1% of your eligible monthly base sal-ary (this amount is referred to in this Prospectus as the“1% GM Benefit Contribution”).

Effective January 1, 2009, the 1% Benefit Contributionwill be posted to eligible employee accounts on the lastday of the month following the end of each calendarquarter (previously, this posting was each pay period). Ifyou are eligible to receive the 1% GM Benefit Con-tribution, it will be credited to your account whether ornot you contribute to the S-SPP. If you are rehired on orafter January 1, 1993 with an adjusted service date priorto January 1, 1993, you will not be eligible to receivethe 1% GM Benefit Contribution. If you are classified byGM as a temporary employee, a contract employee,bundled services employee, consultant, or an in-dependent contractor, you are not eligible to receive the1% GM Benefit Contribution.

If you are a regular GM employee who (1) has completedsix months of service, (2) is eligible to participate in theS-SPP, and (3) was hired with an “Employment Com-mencement Date” on or after January 1, 2001, GM willautomatically contribute to your account each pay periodan amount equal to 4% of your eligible monthly base sal-

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ary (this amount is referred to in this Prospectus as the“4% GM Retirement Contribution”). As of January 1,2008, GM includes any variable pay (i.e. EnhancedVariable Pay for classified employees or Annual IncentivePlan payments for executive employees) as eligible earn-ings when paid in the calculation of the 4% GM Retire-ment Contribution, subject to the annual IRScompensation limit. If you are eligible to receive the 4%GM Retirement Contribution, it will be credited to youraccount whether or not you contribute to the S-SPP. If youare rehired on or after January 1, 2001 with an adjustedservice date prior to January 1, 2001, you will not beeligible to receive the 4% GM Retirement Contribution. Ifyou are classified by GM as a temporary employee, acontract employee, bundled services employee, con-sultant, or an independent contractor, you are not eligibleto receive the 4% GM Retirement Contribution.

Collectively, the matching contributions, the 1% GMBenefit Contribution and the 4% GM Retirement Con-tribution are referred to as “S-SPP Corporation Con-tributions” in this Prospectus.

S-SPP FORMATION OF CLASSES AND VESTING

Classes under the S-SPP are formed each calendar year.A class consists of all assets accumulated during acalendar year derived from your contributions, anyS-SPP Corporation Contributions, and all earnings onsuch contributions.

Assets derived from your contributions, any S-SPP Cor-poration Contributions, and earnings thereon vestimmediately on allocation to your account, except ifyou have less than three years of service. If you have an“Employment Commencement Date” prior to January 1,2007, any S-SPP Corporation Contributions, and relatedearnings, will vest on January 1 following the calendaryear in which a class is formed, or, if earlier, upon yourattaining three years of Credited Service. If you have an“Employment Commencement Date” on or after Jan-uary 1, 2007, S-SPP Corporation Contributions will vestupon completion of a three year Period of Service. AnyS-SPP Corporation Contributions and related earnings tothe accounts of employees who separate prior to com-pleting three years of Credited Service or a three yearPeriod of Service that are not already vested will be for-feited. However, if you are part of a divestiture, split-off,or spin-off and you have less than three years of Cred-ited Service or a three year Period of Service, all assetsin your account shall be considered fully vested at thetime of such transaction. Notwithstanding the above, ifearlier, all S-SPP Corporation Contributions vest on your65th birthday.

PSP AND S-SPP AUTOMATIC ENROLLMENT

GM implemented an automatic enrollment feature forthe GM Savings Plans effective July 1, 2008 whereby if

you are a newly hired eligible employee that has notelected to contribute to the GM Savings Plans, you willautomatically be enrolled in the PSP or S-SPP, as appli-cable, at a 3% pre-tax contribution rate.

Additionally, if you are an hourly employee who is cur-rently eligible to participate in the PSP but you have notelected to contribute to the Plan, GM expects to imple-ment an automatic enrollment feature whereby you willbe automatically enrolled at a 3% pre-tax contributionrate, commencing during the second quarter of 2009.

If you are automatically enrolled in the PSP or S-SPP, asapplicable, you will be notified of the exact effectivedate of the automatic enrollment in advance of the firstcontribution to allow you time to cancel the enrollment.If you are automatically enrolled in the PSP or S-SPP, asapplicable, and you do not have an investment electionin effect, your contributions (and any PSP or S-SPP Cor-poration Contributions, if applicable) will be investedfor PSP participants in the Pyramis Active LifecyleCommingled Pool with a target retirement date (asspecified in the Pool’s name) closest to the year that youwill attain the age of 65, or for S-SPP participants in thePyramis Strategic Balanced Commingled Pool. If you donot want your PSP assets automatically invested in aPyramis Active Lifecyle Commingled Pool, or if you donot want your S-SPP assets automatically invested in thePyramis Strategic Balanced Commingled Pool, you maymake an alternative investment election at any time bycalling the GM Benefits & Services Center at 1-800-489-4646 or by accessing gmbenefits.com.

In addition, if you are automatically enrolled in the PSPor S-SPP, as applicable, and a contribution by you hasbeen made to your account, you may request a with-drawal of such contribution, provided your request isreceived by the GM Benefits & Services Center within90 days following your first contribution.

INVESTMENT OF CONTRIBUTIONS IN THE GMSAVINGS PLANS

All contributions to the GM Savings Plans shall be in-vested by the Trustee, based on your investmentelection(s), in the various investment options (also re-ferred to as “Funds”) available under the Plan.

All contributions invested by the Trustee post to youraccount effective as of the close of business of theNYSE, normally 4:00 p.m. (E.T.) on the Business Day inwhich the contributions are made. All of your con-tributions are invested each pay period in 10% incre-ments, in the Plan’s investment options elected by you.Once your contributions are forwarded to the Trusteeby General Motors, General Motors is relieved of anyfurther liability except as otherwise may be provided byERISA.

Your initial investment option elections remain in effectuntil you change them. You may change an investment

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option election for your contributions on any BusinessDay, by either calling the GM Benefits & Services Cen-ter at 1-800-489-4646 or by accessing gmbenefits.com.

PSP Default Investment Option

The Pyramis Active Lifecycle Commingled Poolinvestment option is the default investment option forthe PSP if a participant has not made an investmentelection for their contributions, any PSP CorporationContributions, automatic employee contributions, roll-over contributions from IRAs or eligible retirement plansor loan repayments, as applicable. The specific defaultinvestment option for a PSP participant who has notmade an investment election is the Pyramis Active Life-cycle Commingled Pool with a target retirement date (asspecified in the Pool’s name) closest to the year that theparticipant will attain the age of 65.

Prior to January 1, 2008, the default investment optionfor the PSP was the Pyramis Strategic Balanced Com-mingled Pool. If a participant has amounts under thePSP that were defaulted into the Pyramis Strategic Bal-anced Commingled Pool investment option prior to thatdate, those amounts will remain there unless and untilthe participant elects to transfer such amounts to otheravailable investment options under the PSP. Effective onand after January 1, 2008, with respect to a PSP partic-ipant for whom relevant contributions or loan repay-ments were previously automatically invested in thePyramis Strategic Balanced Commingled Pool becausethat participant did not have an investment election onfile, if such participant still does not have an election onfile, future contributions or loan payments will be in-vested in a Pyramis Active Lifecycle Commingled Pool,as described above.

Both the Pyramis Active Lifecycle Commingled Pooland the Pyramis Strategic Balanced Commingled Poolinvestment options are a “Qualified Default InvestmentAlternative” under the PSP. Descriptions of theseinvestment options are provided below under “Descrip-tion of Investment Options”.

S-SPP Default Investment Option

The Pyramis Strategic Balanced Commingled Pool is thedefault investment option for the S-SPP if a participanthas not made an investment election for their con-tributions, any S-SPP Corporation Contributions, auto-matic employee contributions, Enhanced Variable PayPlan contributions, Flexible Compensation payment con-tributions, rollover contributions from IRAs or eligible re-tirement plans or loan repayments, as applicable.

The Pyramis Strategic Balanced Commingled Pool is a“Qualified Default Investment Alternative” under the S-SPP.A description of this investment option is provided belowunder “Description of Investment Options”.

YOUR RESPONSIBILITY FOR ELECTION OFINVESTMENT OPTIONS

YOU ARE SOLELY RESPONSIBLE FOR THE SELECTIONOF YOUR INVESTMENT OPTIONS. GM, THE TRUSTEE,ANY APPOINTED FIDUCIARY, THE GM SAVINGSPLANS ADMINISTRATOR, THE GM BENEFITS & SERV-ICES CENTER, AND OTHER EMPLOYEES AND AGENTSOF GM ARE NOT EMPOWERED TO ADVISE YOU ASTO THE MANNER IN WHICH YOUR INVESTMENTSSHOULD BE MADE OR ANY ALLOCATION OR REAL-LOCATION OF THOSE INVESTMENTS THAT MAY BEAPPROPRIATE FOR YOU. YOU SHOULD NOT CON-STRUE THE FACT THAT AN INVESTMENT OPTION ISAVAILABLE FOR INVESTMENT UNDER THE PSP ORS-SPP AS A RECOMMENDATION FOR YOU TO IN-VEST IN THAT OPTION. YOU SHOULD NOTE THATTHE MARKET VALUE OF AND THE RATE OF RETURNON EACH INVESTMENT OPTION FLUCTUATE OVERTIME AND IN VARYING DEGREES. ACCORDINGLY,THE PROCEEDS, IF ANY, YOU REALIZE FROM THESEINVESTMENTS DEPEND ON THE PREVAILING MAR-KET VALUE OF THE INVESTMENTS AT A PARTICULARTIME, WHICH MAY BE MORE OR LESS THAN THEAMOUNT YOU INVESTED INITIALLY. THERE IS NOASSURANCE THAT ANY OF THE INVESTMENT OP-TIONS WILL ACHIEVE THEIR OBJECTIVES OR YOUROBJECTIVES. YOU SHOULD NOTE THAT EACH IN-VESTMENT OPTION IS SUBJECT TO VARYING DE-GREES OF RISK WHICH ARE DISCUSSED BELOW.

INFORMATION ABOUT YOUR INVESTMENTOPTIONS

Information About Promark Investment Advisors andPromark Trust Bank

Promark Investment Advisors, an indirect wholly ownedsubsidiary of General Motors and an SEC-registered in-vestment advisor, advises GM regarding the GM SavingsPlans investment options and has overall responsibilityfor monitoring the investment options.

Promark Trust Bank, an indirect wholly owned sub-sidiary of General Motors and therefore an affiliate ofPromark Investment Advisors, manages the PromarkIncome Fund, which is one of the investment optionsunder the GM Savings Plans. Promark Trust Bank is anational trust company organized under the laws of theUnited States and is subject to the regulation of the Of-fice of the Comptroller of the Currency (the “OCC”).

Investment Terms You Should Know

Investment Style

Equity fund managers, both U.S. and International, tendto pursue three major investment styles:

• Value

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Value managers generally search for companies thatthey believe are overlooked or undervalued by the mar-ket and whose stock can be purchased at a price thatthe manager considers low relative to the company’sbusiness prospects.

• GrowthGrowth managers generally seek to invest in companiesthat they believe have better-than-average potential togrow their revenues and earnings faster than the rest ofthe market, and therefore are willing to pay a higherprice for the stock than they might otherwise.

• BlendBlend portfolio managers generally use a combinationof value and growth strategies to identify undervaluedsecurities, companies generating above-average earn-ings growth to support growing dividends, and stocksthat do not currently pay dividends but offer prospectsfor capital appreciation and future income.

Market Capitalization

Equity funds can also be described in terms of themarket capitalization of the companies they hold intheir portfolio. Market capitalization is a commonlyused measure of the size and value of a company. Acompany’s market capitalization or market value can becalculated by multiplying the current stock price pershare by the number of outstanding shares.

• Large Capitalization FundsLarge Capitalization Funds generally invest in compa-nies with very large market capitalizations (e.g., greaterthan $10 billion).

• Mid Capitalization FundsMid Capitalization Funds generally invest in companieswith mid-sized market capitalizations (e.g., between$1.5 billion and $10 billion).

• Small Capitalization FundsSmall Capitalization Funds generally invest in compa-nies with smaller market capitalizations (e.g., less than$1.5 billion).

Fixed-Income Funds

Two important criteria in evaluating fixed-income fundsare:

(1) the average credit quality of the fund’s assets; and

(2) the interest rate risk (duration) of those assets.

• Credit QualityCredit quality reflects a judgment (typically associatedwith a rating by a nationally recognized rating agency)of a borrower’s ability to repay its loans and, therefore,its risk of not paying interest and/or repaying principalin a timely manner. Borrowers with higher credit qualityratings generally have less risk of non-payments thanthose with lower credit quality ratings.

• Interest Rate Risk (Duration)Typically, when prevailing interest rates rise, the pricesof fixed-income securities fall. Conversely, when inter-est rates decline fixed-income security prices generallyrise. To help measure this effect, investment managersuse a concept called duration. Duration is a measure ofthe price sensitivity of fixed-income securities tochanges in interest rates. Duration approximates theaverage timing or life of all the cash flows of afixed-income security. The prices of securities withshorter average lives tend to fluctuate less when interestrates change than securities with longer average lives.

Management Approach (Active vs. Passive)

The GM Savings Plans include investment options thatrepresent both active and passive management ap-proaches. Active management includes a wide variety ofstrategies employed by a manager for identifyinginvestments, such as historical performance and growthprospects of potential portfolio companies, or patterns inprice movements. Active managers generally buy andsell securities selectively, based on some forecast of fu-ture events. Passive or index managers do not makeforecasts of the stock market or the economy and do notattempt to differentiate between desirable or undesirableholdings. In general, portfolio adjustments are madeonly in response to fundamental changes in the relevantunderlying universe of stocks that an index manager haschosen to track. For example, passive managers mayconstruct their portfolios to closely approximate the per-formance of well-recognized market benchmarks.

RISKS YOU SHOULD BE AWARE OF

General Risks

YOUR INVESTMENT RETURN IS DETERMINED BYCHANGES IN THE MARKET PRICES OF THE INVEST-MENTS HELD BY AN INVESTMENT OPTION AND THEREINVESTMENT OF THE INCOME EARNED ON THEINVESTMENTS, AND IS REDUCED BY APPLICABLEEXPENSES, INCLUDING INVESTMENT MANAGEMENTFEES. THE VALUE OF THE UNDERLYING INVEST-MENTS, AND THEREFORE THE VALUE OF A FUND,MAY FLUCTUATE UP OR DOWN ON ANY GIVENDAY. AS A RESULT, THE VALUE OF YOUR INVEST-MENT IN AN INVESTMENT OPTION WHEN RE-DEEMED MAY BE MORE OR LESS THAN ITSORIGINAL COST. THERE CAN BE NO ASSURANCETHAT AN INVESTMENT OPTION WILL ACHIEVE ITSINVESTMENT OBJECTIVE OR THAT LOSSES WILL NOTBE INCURRED. ADDITIONALLY, AN INVESTMENTOPTION MAY HAVE SUSTAINED GAINS OR LOSSESRECENTLY DUE TO MARKET VOLATILITY, GENERALMARKET CONDITIONS OR OTHER REASONS. AC-CORDINGLY, PERFORMANCE OF AN INVESTMENTOPTION FOR DATES SUBSEQUENT TO THE DATE OFTHE MOST RECENT PERFORMANCE SUMMARY MAY

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BE DIFFERENT THAN THE PERFORMANCE STATEDON THE MOST RECENT PERFORMANCE SUMMARY.PAST PERFORMANCE IS NOT A GUARANTEE OFFUTURE RESULTS. SOME INVESTMENT OPTIONS MAYHAVE A LIMITED OPERATING HISTORY. PLEASE AC-CESS GMBENEFITS.COM, OR CALL THE GM BENE-FITS & SERVICES CENTER AT 1-800-489-4646 FORPERFORMANCE INFORMATION.

EXCEPT AS INDICATED, THE INVESTMENT OPTIONSARE NOT MUTUAL FUNDS BUT RATHER ARE COL-LECTIVE INVESTMENT TRUSTS, COMMINGLEDFUNDS OR POOLS OR SEPARATE ACCOUNTS THATARE NOT REGISTERED AS INVESTMENT COMPANIESUNDER THE INVESTMENT COMPANY ACT OF 1940,AS AMENDED. FURTHERMORE, UNITS OF THENON-MUTUAL FUND OPTIONS ARE SECURITIESTHAT HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED. THERE-FORE, PARTICIPANTS IN THE NON-MUTUAL FUNDINVESTMENT OPTIONS WILL NOT BE ENTITLED TOTHE PROTECTIONS UNDER THOSE ACTS.

NONE OF THE INVESTMENT OPTIONS THAT ARECOLLECTIVE INVESTMENT TRUSTS, COMMINGLEDFUNDS OR POOLS, SEPARATE ACCOUNTS OR ANYOTHER NON-MUTUAL FUND OPTIONS HAVE BEENREGISTERED WITH THE OCC. NO INVESTMENT INANY OF THE INVESTMENT OPTIONS OFFEREDUNDER THE GM SAVINGS PLANS IS A BANKDEPOSIT AND NO INVESTMENT IS INSURED ORGUARANTEED BY THE OCC, THE FEDERAL DEPOSITINSURANCE CORPORATION OR ANY OTHER GOV-ERNMENT AGENCY OR BY GM. COLLECTIVEINVESTMENT TRUSTS, COMMINGLED FUNDS ORPOOLS, SEPARATE ACCOUNTS AND ANY OTHERNON-MUTUAL FUND OPTIONS ARE NOT RE-QUIRED TO FILE A PROSPECTUS OR REGISTRATIONSTATEMENT WITH THE U.S. SECURITIES AND EX-CHANGE COMMISSION AND ACCORDINGLY, NEI-THER IS AVAILABLE FOR THOSE INVESTMENTOPTIONS.

THERE IS NO ASSURANCE THAT YOU WILL REALIZEGAINS FROM INVESTING IN ANY OF THE INVEST-MENT OPTIONS AND INDEED YOU MAY SUFFERLOSSES DUE TO VARIOUS FACTORS SUCH AS MAR-KET VOLATILITY.

BEFORE YOU PROCEED TO REVIEW THE IN-DIVIDUAL INVESTMENT OPTION DESCRIPTIONS,YOU ARE ENCOURAGED TO CAREFULLY READ THEFOLLOWING DESCRIPTIONS OF CERTAIN ADDI-TIONAL RISKS TO WHICH YOU MAY BE SUBJECT.SOME OF THE RISKS DESCRIBED GENERALLY APPLYTO INVESTING WHILE OTHERS ARE SPECIFIC TOTHE TYPE OF INVESTMENT OPTION(S) YOUCHOOSE FOR YOUR INVESTMENTS. FOR ADDI-TIONAL INFORMATION REGARDING THE RISKS OFINVESTMENTS IN THE MUTUAL FUNDS THAT ARE

AVAILABLE AS INVESTMENT OPTIONS, YOUSHOULD ALSO REVIEW THE APPLICABLE IN-DIVIDUAL MUTUAL FUND’S PROSPECTUS, WHICHCAN BE OBTAINED FREE OF CHARGE BY ACCESSINGGMBENEFITS.COM, OR BY CALLING THE GM BENE-FITS & SERVICES CENTER AT 1-800-489-4646.

Risks Associated with Equity Investments

Equity securities fluctuate in price and their short-termvolatility at times may be great. The value of equitysecurities may fluctuate in response to issuer, market,political, economic, and other conditions and thesefluctuations may be significant. These developmentscan affect an issuer, a market sector or region, or theentire market. Different equity securities can reactdifferently to these conditions. Securities issued by midand small cap companies may be more vulnerable thansecurities issued by U.S. companies with larger capital-izations to adverse business and economic develop-ments due to limited product lines, markets, financialresources, or liquidity and may therefore be more sus-ceptible to fluctuations in price.

Risks Associated with International Investments

Investments in securities of non-U.S. domiciled issuersand in securities denominated in foreign currencies in-volve additional risks. Changes in foreign currency ex-change rates affect the value of investmentsdenominated in foreign currencies and investments inforeign currencies. Additionally, securities of non-U.S.domiciled issuers could be affected by political and fi-nancial instability abroad and may be more volatilethan U.S. investments. In addition, there is the possi-bility of exchange control regulations, expropriation,confiscatory taxation, or limitations on the removal ofsecurities or other assets from foreign countries. Further,many non-U.S. financial markets may be less liquidand/or may be less developed in terms of governmentregulation and supervision of exchanges. Settlements oftrades may be subject to greater delays so that a fundmay not receive the proceeds of a sale of a security on atimely basis. The overall net asset value (NAV) of theportfolio of securities in these funds may be ‘stale‘ bythe close of business on a Business Day (normally 4:00p.m. ET), because the markets for these funds will haveclosed many hours earlier—at the close of business inthe countries in which these markets are located. Thepossibility of stale prices could encourage investors totry to capitalize on the difference between an estimatedprice of the portfolio at the close of the Business Day inNew York, and the NAV determined on the basis of theclosing prices in the local markets. See “Risks Asso-ciated with Frequent Trading in Fund Shares/Units” be-low. Many non-U.S. companies are not subject touniform accounting, auditing, and financial reportingstandards and practices or regulatory requirementscomparable to those applicable to U.S. companies.

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Risks Associated with Emerging Markets EquityInvestments

In addition to those risks discussed above, some or sub-stantially all of the assets of a fund may be invested inemerging markets countries which have greater politicaland financial instability relative to the U.S. and otherdeveloped countries. An investment in emerging mar-kets investments carries special risk. Emerging marketsfunds invest primarily in securities of companies inemerging markets countries. Securities in emergingmarkets countries may be more difficult to sell at anacceptable price and their prices may be more volatilethan securities of companies in more developed mar-kets. As discussed above in “Risks Associated withInternational Investments,” emerging markets countriesmay have less developed trading markets and ex-changes. See also, “Risks Associated with FrequentTrading in Fund Shares/Units.” They may have less de-veloped legal and accounting systems, and investmentsin those markets may be subject to greater risks of gov-ernment restrictions on withdrawing the sales proceedsof securities from the country. Emerging markets coun-tries may have greater political and financial instabilityrelative to the U.S. and other developed countries.

Risks Associated with Fixed-Income Investments

For funds investing in fixed-income instruments, specificrisks include the credit quality, the interest rate(duration), and the mortgage prepayment risk of fixed-income securities. As the credit quality of a fixed- in-come security decreases, generally the risk you assumeincreases. For duration, a cash-flow weighted measureof how long it takes for you to be paid back by the bor-rower, the longer the duration the more interest rate riskyou are assuming. Mortgage prepayment risk is the riskthat a mortgage will be prepaid (or will not be prepaid)when interest rates fall below the rate paid on the mort-gage (or rise above the rate paid on the mortgage),changing the cash flows of a portfolio. Call risk is therisk that an issuer of a callable bond may call or prepaythe bond before maturity due to declining interest rates.The proceeds from the called bond might have to bereinvested at lower prevailing market interest rates.

A fund that invests in non-investment-grade, fixed-income securities takes on a significantly greater level ofcredit risk, price volatility, and liquidity risk than a fundthat invests in high-quality fixed-income securities. Highquality fixed-income securities include fixed-incomesecurities rated investment grade (Baa/BBB or above) byone or more nationally recognized rating agencies or, ifunrated by the nationally recognized rating agencies,deemed to have similar risk characteristics. High yieldsecurities are those rated below Baa3/BBB- by one ormore nationally recognized rating agencies or, if un-rated by the nationally recognized rating agencies, aredeemed to have similar risk characteristics. Bonds that

are not rated investment grade generally are consideredto pose greater investment risks than bonds that arerated investment grade. Lower quality high yield bondsmay fluctuate in value more than higher quality bondsand during periods of market volatility may be more dif-ficult to sell at the desired time and price.

The value of debt securities and the income generatedby debt securities may be affected by changing interestrates. Securities may decrease in value if interest ratesrise. Due to the fact that bonds with longer maturitiesare more sensitive to changes in interest rates than thosewith shorter maturities, the risk is greater for bonds withlonger maturities. The value of debt securities and theincome generated by them may also be affected bychanges in effective maturities and credit ratings ofthese securities. A bond issuer may be unable to maketimely payments of interest and principal. A negativeperception of the bond issuer by a major credit ratingagency or a change in the financial integrity of the is-suer may also cause a decline in the price of the bond.

Rising interest rates tend to extend the duration ofmortgage-related securities, making them more sensitiveto changes in interest rates, and may reduce the marketvalue of the securities. In addition, mortgage-relatedsecurities are subject to prepayment risk (the risk thatborrowers may pay off their mortgages sooner thanexpected), particularly when interest rates decline. Thiscan reduce a fund’s returns because the fund may haveto reinvest that money at lower prevailing interest rates.The ability of a fund to dispose of or accurately value aninstrument may be adversely affected by market or eco-nomic conditions.

Risks Associated with Investments in Public Real EstateCompanies and Real Estate Investments

The real estate industry is highly sensitive to economicdownturns. The value of securities of issuers in the realestate industry can be affected by changes in real estatevalues and rental income, property taxes, interest rates,and tax and regulatory requirements. In addition, as is thecase with all equity securities, security values may fluc-tuate in response to issuer, market, political, economic,and other conditions and these fluctuations may be sig-nificant. These developments can affect an issuer, a mar-ket sector or region, or the entire market. Different equitysecurities can react differently to these conditions. Secu-rities issued by mid and small cap companies may bemore vulnerable than securities issued by U.S. compa-nies with larger capitalizations to adverse business andeconomic developments due to limited diversification,markets, financial resources, or liquidity and may there-fore be more susceptible to fluctuations in price.

Investing in real estate companies entails the risks of thereal estate business generally, including sensitivity toeconomic and business cycles, changing demographicpatterns (such as population shifts or changing tastes and

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values) and government actions (such as tax increases,zoning law changes or environmental regulations). Realestate is also characterized by intense competition andperiodic overbuilding. Changing interest rates and creditquality requirements will also affect the cash flow of realestate companies and their ability to meet capital needs.In addition, at times the international real estate securitiessector may underperform relative to other sectors or theoverall market. Investing in foreign countries, particularlyemerging markets, entails the risk that news and eventsunique to a country or region will affect those marketsand their issuers. The value of securities held by a fundthat focuses on international real estate may vary widelyin response to political and economic factors affectingcompanies in foreign countries. In addition, such invest-ments in foreign countries generally will be denominatedin foreign currencies. As a result, changes in the value ofa country’s currency compared to the U.S. dollar mayaffect the value of the investment option’s investments.

Investing in real estate investment trusts (“REITs”), realestate operating companies (“REOCs”) and foreign realestate companies exposes investors to the risks of owningreal estate directly, as well as to risks that relate specifi-cally to the way in which REITs, REOCs and foreign realestate companies are organized and operated. REITs andsimilar non-U.S. entities generally invest directly in realestate, in mortgages or in some combination of the two.REOCs and similar non-U.S. entities are entities that gen-erally are engaged directly in real estate management ordevelopment activities. A fund may invest primarily inequity REITs and similar non-U.S. entities. OperatingREITs and similar non-U.S. entities require specializedmanagement skills and a fund may indirectly bear man-agement expenses along with the direct expenses of thefund. Individual REITs and similar non-U.S. entities mayown a limited number of properties and may concentratein a particular region or property type. REITs also mustsatisfy specific requirements of the Internal RevenueCode of 1986, as amended, in order to qualify for thetax-free pass through of income. Foreign real estate com-panies may be subject to the laws, rules and regulationsgoverning those entities and their failure to comply withthose laws, rules and regulations could negatively impactthe performance of those entities.

Risks Associated with Focused/ConcentratedInvestments

At any particular time, a significant percentage of afund’s assets may be concentrated in particular funds,issuers, industries or regions. Stocks of issuers in aparticular industry may be affected by changes in eco-nomic conditions, government regulations, availabilityof basic resources or supplies, or other events that affectthat industry more than others. To the extent that a fundconcentrates its investments in a particular industry, itsshare values may fluctuate in response to events affect-

ing that industry and those fluctuations may be greaterthan a fund that is more broadly diversified. In addition,certain funds may invest a significant portion of theirassets in a particular country or region. This would sub-ject the fund to greater risks from political andeconomic events affecting that country or region andthe fund might experience greater volatility in its shareprices than a fund that is more broadly diversified geo-graphically.

Risks Associated with the GM Common Stock Fund

The GM Common Stock Fund, due to its non-diversifiedstructure, is not designed to be a complete or compre-hensive investment program. The unit price of the GMCommon Stock Fund is related to the price of GM com-mon stock (and the other assets held for liquiditypurposes), and may fluctuate up and/or down on anygiven day, as is the case for all equity securities. Thefluctuation in the unit price of an investment optionconsisting of stock of a single company may be greaterthan the fluctuation in the unit price of an investment op-tion consisting of a diversified portfolio of stocks of severalcompanies. Such fluctuation is particularly sensitive tonews and developments relating to the issuer of the com-pany stock in question. Therefore, adverse developmentsrelating to General Motors, the issuer of the stock that isheld in the GM Common Stock Fund, would be expectedto have a negative impact on the unit price of such Fund,and such impact could be significant. The risk profile of aninvestment in the GM Common Stock Fund may changefrom time to time due to developments affecting GM. GMis the issuer of the security underlying the GM CommonStock Fund and participants are strongly encouraged toreview developments regarding GM on an ongoing basis.The non-diversified structure of the GM Common StockFund, together with this fund’s need to maintain sufficientliquidity to meet redemptions and fluctuating marketprices throughout each day, may significantly impact theperformance of the GM Common Stock Fund and limit theextent to which the performance of this fund will track theperformance of GM common stock.

State Street Bank and Trust Company, as the in-dependent fiduciary and investment manager of the GMCommon Stock Fund, may determine at any time withrespect to GM common stock that it may be incon-sistent with ERISA to continue to invest in that stockpursuant to the investment strategy of the GM CommonStock Fund, and if such determination is made it maysell the company stock held in this fund and replace itwith short-term-fixed-income investments and moneymarket instruments. In such case, the GM CommonStock Fund will deviate from its investment strategy andas a result its investment objective may not be achievedand its performance may be impacted.

The GM Common Stock Fund is currently closed to newinvestments, and exchanges into the GM Common

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Stock are currently not permitted. See “Additional In-formation Specific to the GM Common Stock Fund”under “Description of Investment Options—GeneralMotors $1-2/3 Par Value Common Stock Fund” belowfor important additional information.

See “Notice of Your Rights Concerning Employer Secu-rities, as Required by Federal Law” for important in-formation about specific diversification rights you haveas a participant in the PSP or S-SPP, as applicable.

Risks Associated with Securities Lending

The funds in the GM Savings Plans, from time to time,may lend securities from their portfolios to brokers, deal-ers, and other financial institutions. These loans must befully collateralized and are made only to borrowersdeemed by the trustee or custodian with responsibility forthe loans to be of good standing and when, in the trust-ee’s or custodian’s judgment, the income to be earnedfrom the loan justifies the attendant risks. One effect ofsecurities lending is that a fund’s ability to exercise astockholder voting right may be lost. Another effect maybe that securities that are lent may be sold by the bor-rower into the market, which may have the effect, at leastin the short term, of depressing the price of the stock, andtherefore the net asset/unit value of the fund from whichthe securities were lent. Securities lending involves cer-tain risks, including the risk of default by the borrower.The borrower may become insolvent and default on theloan and the lending fund may not be able to recover thesecurities lent and would bear the risk of loss in the eventthe value of the collateral was insufficient to cover thecost of replacing the securities lent. Under certain, butnot all circumstances, however, the lending agent wouldbe contractually obligated to indemnify a fund for anyshortfall amount.

Risks Associated with Currency Hedging

Certain funds may invest all or a portion of their assetsin securities denominated in foreign currencies. Thevalue of these securities will fluctuate based on changesin exchange rates between the U.S. dollar and theapplicable foreign currency. These funds may, but arenot required to, engage in currency transactions to seekto hedge against the possible risk of loss from the de-cline in the value of the currencies in which the fund’sinvestments are denominated against the U.S. dollar(“currency risk”). These funds may employ a variety ofinvestments and techniques to hedge against currencyrisk or to gain market exposure, including spot and for-ward foreign exchange transactions and currencyswaps, listed or over the counter options on currencies,currency futures, and options on currency futures. Thereis no assurance that any hedging transactions will beeffective. See “Risks Associated with the Use of De-rivatives” for a further discussion of the risks of investingin derivative instruments.

Risks Associated with the Use of Derivatives

Certain funds in the GM Savings Plans may invest infutures, options on futures, swaps, foreign currency for-wards and other “derivative” instruments for hedging,managing risks and/or gaining market exposure.

Futures, options on futures, swaps, and foreign currencyforward contracts are examples of “derivatives,” whichare instruments whose performance is derived, in part,from the performance of an underlying security, cur-rency, index, or interest rate. Derivatives can be volatileand the market for many such instruments is or canbecome illiquid, which may impact their prices radi-cally. Utilizing these instruments at inopportune timesmay lower investment returns or result in a loss sig-nificantly greater than the investment cost of the de-rivative instrument itself. There is a risk that the use ofderivatives for hedging or risk management purposesmay not be successful for various reasons, includingunexpected changes in the value of the derivatives thatare not matched by opposite changes in the value of thebalance of the fund’s portfolio.

Risks Associated with Short Sales

A short sale involves the sale by a fund of a security itdoes not own with the hope of purchasing the samesecurity at a later date at a lower price. A short derivativeposition may be taken through a futures contract or swapagreement. If the price of the security or derivative hasincreased during that time, then the fund will incur a lossequal to the increase in price from the time that the shortsale was entered into plus any premiums and interestpaid to the counterparty. Therefore, short sales involvethe risk that losses may be exaggerated, potentially result-ing in the loss of more money than the actual cost of theinvestment. Also, there is a risk that the counterparty tothe short sale may fail to honor its contract terms, causinga loss to the fund.

Risks Associated with Borrowing by the Funds

All of the funds within the GM Savings Plans may borrowto meet temporary liquidity or emergency needs. For theGM Common Stock Fund, this may involve borrowingfrom the GM Savings Plans Sponsor (at the GM SavingsPlans Sponsor’s sole discretion). The funds may pledgesecurities as collateral for a loan. If the fund’s investmentsdecline in value, the fund could be subject to a“collateral call,” pursuant to which the fund must depositadditional collateral with the lender or the lender mayhave the right to liquidate the pledged assets. Alter-natively, the borrowing fund may default on a loan,which may adversely impact the net asset value (unitvalue) of the lending fund.

For the mutual funds in the GM Savings Plans, eachfund’s prospectus describes what actions may be taken.

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Risks Associated with Frequent Trading In Fund Shares/Units

Frequent purchases and sales of fund shares can harmshareholders/unitholders in various ways, includingreducing the returns to long-term shareholders/unitholders by increasing costs to a fund (such asbrokerage commissions), disrupting portfolio manage-ment strategies such as by requiring the fund to hold incash a greater portion of assets than would be optimaland diluting the value of fund shares/units of long-termshareholders/unitholders in cases in which fluctuationsin markets are not fully priced into the fund’s NAV. See“Risks Associated with International Investments” and“Risks Associated with Emerging Markets Equity FundInvestments” above. Accordingly, as described under“Fund Exchanges,” an excessive trading policy whichplaces limits on the frequency of participant exchangeshas been implemented. In addition, certain funds de-scribed herein impose a redemption fee to discourageexcessive or short-term trading of fund shares/units.There is a risk that the excessive trading policy or afund’s policies and procedures, including redemptionfees, will prove ineffective in whole or in part inpreventing frequent trading. Consistent with applicablelaw and the fund’s constituent documents, a fund mayalter its policies at any time without prior notice. Theexcessive trading policy may also be altered at any timewithout prior notice.

Risks Associated with Active Management

The investment options that are actively managed aresubject to management risk. The managers or trustees ofthose funds will apply their investment techniques andrisk analyses, but there is no guarantee that those tech-niques will produce the intended results. In some cases,derivative and other investment techniques may beunavailable or the manager or trustee of a fund maydetermine not to use them, possibly even under marketconditions where their use could benefit the fund.

FEES AND EXPENSES

All of the funds listed incur expenses related to theirdaily operations. Fees and expenses paid out of the as-sets of a fund (whether or not such fund is a mutualfund) are reflected in a fund’s net asset/unit value. Thesefees and expenses are neither billed directly to you nordeducted from your account. Total expenses, when ex-pressed as a percentage of the fund’s assets, are referredto as the fund’s operating expense ratio. By way of illus-tration, if two investment options achieved identicallevels of gross investment return over a given time peri-od, the fund with the lower operating expense ratiowould achieve the higher net return for such period.

The operating expense ratio for each mutual fund of-fered as an investment option is disclosed in the fund’s

prospectus, which you may obtain free of charge byaccessing gmbenefits.com, or by calling the GM Bene-fits & Services Center at 1-800-489-4646. These ratios,along with the expense ratios for each of the otheravailable investment options, also can be found in thePerformance Summary mailed with each quarterly ac-count statement you receive and on the web by access-ing your account information online at gmbenefits.com.

The GM Savings Plans Sponsor currently bears all or aportion of the expenses for the SSgA Large Cap IndexFund and the GM Common Stock Fund. There is noassurance that the GM Savings Plans Sponsor will con-tinue to bear all or any portion of these costs in the fu-ture. If these funds were required to bear all or a greaterportion of such expenses, the unit value of these fundswould be reduced by the amount of actual operatingexpenses charged to the respective fund.

Additional Information for S-SPP ParticipantsRegarding Financial Engines

The services of Financial Engines Advisors L.L.C.(“Financial Engines”), a federally registered investmentadviser, are available to provide S-SPP participants withan online investment advisory service. Financial Enginesuses proprietary software to develop individualized rec-ommendations regarding the allocation of assets amongthe various investment options in the S-SPP. FinancialEngines allows you to actively explore how your deci-sions—contributions, retirement age, investment riskand retirement income target—affect your chances ofreaching your retirement goals. You can utilize Finan-cial Engines on an ongoing basis to obtain recom-mendations which you can use in monitoring andmodifying your S-SPP investment allocations. FinancialEngines can be accessed through gmbenefits.com. Thecost of the Financial Engines investment advisory serv-ice is an expense of the S-SPP, and there is no directcost to participants for utilizing this service. If you wishto utilize this service you will be required to enter into aseparate Investment Services Agreement with FinancialEngines. ALTHOUGH THE SERVICES OF FINANCIALENGINES ARE AVAILABLE TO YOU, THE DECISIONREGARDING WHETHER OR NOT TO USE THEM ISSOLELY YOURS. GM DOES NOT RECOMMENDWHETHER OR NOT TO UTILIZE THE SERVICES OFFINANCIAL ENGINES, AND DOES NOT GUARANTEEOR WARRANT THE FINANCIAL ENGINES INVEST-MENT ADVISORY SERVICE. FINANCIAL ENGINES ISNOT AFFILIATED WITH GM, PROMARK INVEST-MENT ADVISORS, PROMARK TRUST BANK ORFIDELITY AND HAS NO RESPONSIBILITY FORWHICH INVESTMENT OPTIONS ARE AVAILABLEUNDER THE S-SPP OR FOR THE ADMINISTRATIONOF THE S-SPP. IF YOU UTILIZE THE FINANCIALENGINES ADVISORY SERVICE YOU CAN CHOOSE

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TO ACCEPT, REJECT OR MODIFY ANY OF THE REC-OMMENDATIONS RECEIVED AND YOU ARERESPONSIBLE FOR ALL DECISIONS REGARDINGYOUR INVESTMENT OPTIONS. THERE CAN BE NOASSURANCE THAT IF YOU UTILIZE THIS SERVICEYOU WILL MEET YOUR RETIREMENT OR OTHERGOALS.

STRUCTURE OF INVESTMENT OPTIONS

The investment structure associated with the investmentlineup for the GM Savings Plans is as follows:

• Pathway OneIncludes investment choices you may want to considerif you are new to investing, are unfamiliar with invest-ment concepts or are looking for diversified investmentchoices which require minimal decisions made by you.

The Pathway One investment options consist of PyramisActive Lifecycle investment options, each with a differentmix of stocks and bonds, depending on your expecteddate of retirement. The Pyramis Active Lifecycle invest-ment options in Pathway One are designed primarily forlow-involvement investors who seek a one-stop shopapproach to a balanced portfolio, who do not have thetime or desire to closely manage their investments, andwho prefer to have asset allocation and investment man-agement decisions determined by choosing a specificfund in the Pyramis Active Lifecycle family. Each PyramisActive Lifecycle investment option rebalances and ad-justs its asset allocation over time as the date indicated inthe fund’s name draws closer, becoming more con-servative as the fund approaches its target date and be-yond.

• Pathway TwoIncludes investment choices you may want to considerif you have some knowledge of investing and asset allo-cation and you wish to select from a group of style-specific funds, or if you are an experienced investorwho wishes to build a customized portfolio from a se-lection of investment options and you have the time toselect and actively monitor your portfolio.

The Pathway Two investment options represent avariety of major asset classes, as well as style-specificfunds, that you can use to build your own diversifiedportfolio. The GM Common Stock Fund, which is anundiversified option, is also included in Pathway Two.

DESCRIPTION OF INVESTMENT OPTIONS

Descriptions of the investment options in the GM SavingsPlans are provided herein. Additional information regard-ing these investment options and prospectuses relating toany mutual funds in the investment lineup can be ob-tained by accessing gmbenefits.com or by calling theGM Benefits & Services Center at 1-800-489-4646.

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PATHWAY ONE

The Pyramis Active Lifecycle investment options listed below are designed to be single choice options thatproduce diversified portfolios. You may wish to consider these options if you are new to investing, areunfamiliar with investment concepts, or are looking for diversified investment choices which require minimaldecision making by you. You can select one of the investment options based on your estimated year ofretirement. For each of the Pathway One options described below, the investment option’s manager selects thecomponent funds contained within the option and determines the asset mix of the option. Performance returninformation on the Pyramis Active Lifecycle investment options will be provided with each quarterly accountstatement you receive or online statement as referenced in the “Statement of Account” section of this Prospectus.Benchmark information is current as of December 31, 2008, unless otherwise indicated. Unit price and returnwill vary. Each of the Pyramis Active Lifecycle investment options will indirectly bear its pro-rata portion of thefees and expenses of the component pools in addition to any fees and expenses of the investment option itself.Information regarding indexes is provided under “General Information Regarding Indexes” on pages 38 and 39below.

LIFECYCLE

• PYRAMIS ACTIVE LIFECYCLE 2000 • PYRAMIS ACTIVE LIFECYCLE 2030• PYRAMIS ACTIVE LIFECYCLE 2005 • PYRAMIS ACTIVE LIFECYCLE 2035• PYRAMIS ACTIVE LIFECYCLE 2010 • PYRAMIS ACTIVE LIFECYCLE 2040• PYRAMIS ACTIVE LIFECYCLE 2015 • PYRAMIS ACTIVE LIFECYCLE 2045• PYRAMIS ACTIVE LIFECYCLE 2020 • PYRAMIS ACTIVE LIFECYCLE 2050• PYRAMIS ACTIVE LIFECYCLE 2025

Pyramis Active Lifecycle Pools General Introduction:

Pyramis Active Lifecycle 2000Pyramis Active Lifecycle 2005Pyramis Active Lifecycle 2010Pyramis Active Lifecycle 2015Pyramis Active Lifecycle 2020Pyramis Active Lifecycle 2025Pyramis Active Lifecycle 2030Pyramis Active Lifecycle 2035Pyramis Active Lifecycle 2040Pyramis Active Lifecycle 2045Pyramis Active Lifecycle 2050

The Pyramis Active Lifecycle Pools are a series ofcommingled pools of the Pyramis Group Trust forEmployee Benefit Plans, and are managed by PyramisGlobal Advisors Trust Company. They are investmentoptions that allow a participant to select an appropriatepool based on his or her expected retirement date. ThePools are designed for participants who want a welldiversified, institutional approach to investing forretirement. Each Pool will gradually adopt a moreconservative asset allocation mix as it approaches itstarget retirement date. As a result, each Pool’s targetasset allocation percentages will change over time tobecome more conservative, by gradually reducingallocations to equity and increasing allocations to fixedincome and/or short-term products. By the time the Poolreaches its target retirement date as specified in thePool’s name, the target allocation will be approximately50% equity, 40% fixed income and 10% short term, and

the Pool will continue to implement a more conservativemix.

Objective: The Pool seeks active return until the targetretirement date. Thereafter, the objective is capitalpreservation.

Investment Strategy: The Pyramis Lifecycle Poolsemploy a pool-of-pool approach by investing in adiversified portfolio of equity, fixed income and/or short-term pools. The Pools invest in underlying pools whichmay use futures, options, swaps, and exchange tradedfunds to enable the Pools to remain fully invested, whilebeing able to respond to participant cash flows and totake advantage of changes in interest rates and otherfactors affecting value. PGATC has claimed anexemption from registration under the CommodityFutures Trading Commission rules for its management ofits pools, and neither the top level pool, nor theunderlying pools, are subject to registration or regulationunder the Commodity Exchange Act.

Investment performance of the Pyramis Lifecycle Poolsdepends on the performance of the underlyinginvestment options and on the proportion of the Pools’assets invested in each underlying investment option.The performance of the underlying investment optionsdepends, in turn, on their investments. The performanceof these investments will vary day to day in response tomany factors. In general, investment values fluctuate inresponse to adverse issuer, political, regulatory, marketor economic developments in the United States and

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abroad. These investments may be subject to additionalrisks associated with investing in fixed income, highyield, large cap, small cap, international and emergingmarkets securities in proportion to each Pool’s assetsinvested in each respective strategy. An investment in aPyramis Lifecycle Pool may be risky and may not besuitable for an investor’s goals, objectives and risktolerance. Investors should be aware that aninvestment’s value may be volatile and any investmentinvolves the risk that you may lose money. Pastperformance is no guarantee of future results.

The legal names of the Pools are:Pyramis Active Lifecycle 2000 Commingled PoolPyramis Active Lifecycle 2005 Commingled PoolPyramis Active Lifecycle 2010 Commingled PoolPyramis Active Lifecycle 2015 Commingled PoolPyramis Active Lifecycle 2020 Commingled PoolPyramis Active Lifecycle 2025 Commingled PoolPyramis Active Lifecycle 2030 Commingled PoolPyramis Active Lifecycle 2035 Commingled PoolPyramis Active Lifecycle 2040 Commingled PoolPyramis Active Lifecycle 2045 Commingled PoolPyramis Active Lifecycle 2050 Commingled Pool

Pyramis Active Lifecycle 2000

Objective: The Pool seeks active return until the Pool’stargeted retirement date. Thereafter, the Pool’s objectivewill be capital preservation. It may be appropriate forparticipants who have retired in or around 2000.

Category: Lifecycle

Structure: Commingled Pool. It is not a mutual fund.

Benchmark: Active 2000 Custom Benchmark*

Investment Strategy: The Pool is an asset allocationcommingled pool of the Pyramis Group Trust For Em-ployee Benefit Plans that is managed by Pyramis GlobalAdvisors Trust Company (PGATC), a Fidelity Invest-ments company. It is not a mutual fund.

The Pool employs a pool-of-pools approach by inves-ting in a diversified portfolio of equity, fixed incomeand/or short-term products managed by PGATC. ThePool’s target asset allocation percentages will changeover time to become more conservative, by graduallyreducing allocations to equity and increasing alloca-tions to fixed income and/or short-term products. Unitprice and return will vary.

Managed by Pyramis Global Advisors Trust Company, aFidelity Investments company, which provided the de-scription for this fund.


Objective: The Pool seeks active return until the Pool’stargeted retirement date. Thereafter, the Pool’s objectivewill be capital preservation. It may be appropriate forparticipants who have retired in or around 2005.

Category: Lifecycle



Investment Strategy: The Pool is an asset allocationcommingled pool of the Pyramis Group Trust for Em-ployee Benefit Plans that is managed by Pyramis GlobalAdvisors Trust Company (PGATC), a Fidelity Invest-ments company. It is not a mutual fund.




Objective: The Pool seeks active return until the Pool’stargeted retirement date. Thereafter, the Pool’s objectivewill be capital preservation. It may be appropriate forparticipants who expect to retire in or around 2010.

Category: Lifecycle



Investment Strategy: The Pool is an asset allocationcommingled pool of the Pyramis Group Trust forEmployee Benefit Plans that is managed by PyramisGlobal Advisors Trust Company (PGATC), a FidelityInvestments company. It is not a mutual fund.





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Category: Lifecycle



Investment Strategy: The Pool is an asset allocationcommingled pool of the Pyramis Group Trust forEmployee Benefit Plans that is managed by Pyramis GlobalAdvisors Trust Company (PGATC), a Fidelity Investmentscompany. It is not a mutual fund.





Category: Lifecycle








Category: Lifecycle








Category: Lifecycle








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Category: Lifecycle








Category: Lifecycle








Category: Lifecycle








Category: Lifecycle






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PATHWAY TWO

The Pathway Two investment options require a moderate to high level of involvement in constructing your totalportfolio. You may wish to consider these options if you have some knowledge of investing and asset allocationand you wish to select from a group of style-specific funds, or if you are an experienced investor who wishes tobuild a customized portfolio from a selection of investment options and you have the time to select and activelymonitor your portfolio. For any investment options that are mutual funds, you must review the individual mutualfund prospectuses to determine each Fund’s style, flexibility in varying from that style, and current portfoliocomposition and to determine if each Fund meets your investment objectives and, in the aggregate, contributesto your portfolio objectives. Periodic review of each Fund’s portfolio composition is also advisable as each Fundgenerally has flexibility to change its investment style from time to time as described in each Fund’s Prospectus,as applicable. After you determine your preferred asset mix and review the relevant Fund descriptions andprospectuses, you may choose from the following investment options to design your investment portfolio.Performance return information for all of the investment options in Pathway Two will be provided with eachquarterly account statement you receive or online statement as referenced in the “Statement of Account” sectionof this Prospectus. Benchmark information is current as of December 31, 2008, unless otherwise indicated.Share or unit price and return will vary. To the extent any of these investment options invest in underlying funds,they will indirectly bear their pro-rata portion of the fees and expenses of the underlying funds as well as theirown direct expenses. Information regarding indexes is provided under “General Information Regarding Indexes”on pages 38 and 39 below.

U.S. EQUITY FUNDS

Large Cap Blend• Fidelity Growth & Income Portfolio• Neuberger Berman Socially Responsive

Fund® — Institutional Class• SSgA Large Cap Index Fund

Large Cap Value• Bernstein Diversified Value Fund

Large Cap Growth• Fidelity Contrafund®

• Fidelity Growth Company Fund

Mid Cap Blend• Ariel Fund• Fidelity Low-Priced Stock Fund

Mid Cap Value• Fidelity Value Fund

Mid Cap Growth• Fidelity Mid-Cap Stock Fund

Small Cap Blend• SSgA Mid/Small Cap Index Fund• Pyramis Small Cap Core

Small Cap Growth• Frontier Small Cap Growth Fund

FIXED INCOME FUNDS

Stable Value• Promark Income Fund

High Quality• PIMCO Core Plus Bond Fund

High Yield• Fidelity Capital & Income Fund—Class II

Multi-Sector Bond• Fidelity Strategic Income Fund

Emerging Markets Bond• Fidelity New Markets Income Fund

Real Return Bond• PIMCO Real Return Strategy Fund—Class II

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INTERNATIONAL/GLOBAL EQUITY FUNDS

International

• Fidelity Diversified International Fund• SSgA International Index Fund

Emerging Markets Equity

• SSgA Emerging Markets Index Fund• Fidelity Emerging Markets Fund

Global Equity

• AllianceBernstein Global Equity Fund

REAL ESTATE FUNDS

• Morgan Stanley Institutional Fund, Inc.Global Real Estate Portfolio – Class I

• SSgA REIT Index Fund

BALANCED FUND

• Pyramis Strategic Balanced

COMPANY STOCK FUND

• General Motors $1-2/3 Par Value Common Stock Fund

U.S. EQUITY FUNDS

Large Cap Blend

Fidelity Growth & Income Portfolio

Objective: Seeks to provide high total return through acombination of current income and capitalappreciation.

Category: Domestic Equities — Large Blend

Structure: Mutual Fund

Benchmark: Standard and Poor’s 500® Index*

Investment Strategy: The Fund primarily invests a ma-jority of its assets in common stocks, with a focus onthose that pay current dividends and show potential forcapital appreciation. The Fund may potentially invest inbonds, including lower-quality debt securities, as wellas in stocks that are not currently paying dividends, butthat offer prospects for future income or capitalappreciation. Lower-quality debt securities involvegreater risk of default or price changes due to potentialchanges in the credit quality of the issuer. The Fundmay invest in securities of domestic and foreign issuers.Share price and return will vary.

Neuberger Berman Socially Responsive Fund —Institutional Class

Objective: Seeks to provide long-term growth of capital.

Category: Domestic Equities — Large Blend



Investment Strategy: The Fund primarily invests incommon stocks of value companies that meet both theFund’s social policy and financial criteria. The manag-ers initially screen companies using value investing cri-teria. Among companies that meet these criteria, theylook for companies that show leadership in major areasof social impact, such as the environment, workplaceand community. They also consider companies’ recordsin other areas, such as public health and the impact oftheir products. Share price and return will vary. Man-aged by Neuberger Berman Management Inc., whichprovided the description for this Fund.

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SSgA Large Cap Index Fund

Objective: Seeks long-term growth through capitalappreciation.

Category: U.S. Large Cap Blend

Structure: Collective Investment Trust. It is not a mutualfund.

Benchmark: Standard & Poor’s 500® Index*

Investment Strategy:

• The assets allocated to this investment option areinvested in a fund comprised primarily of all of thecommon stocks that constitute the S&P 500® Index.

• The weightings of stocks in the S&P 500® Index arebased on each stock’s relative total market value. Asof December 31, 2008, approximately 54% of theIndex was composed of stocks of the 50 largestcompanies in the S&P 500® Index.

• The goal of the Fund is to provide investment resultsthat correspond to the aggregate price and dividendperformance of the securities in the S&P 500® Index.

• The SSgA Large Cap Index Fund is a commingledfund maintained by State Street Bank and TrustCompany.

The Fund was previously referred to as the PromarkLarge Cap Index Fund.

Investment Manager: The Fund is managed by StateStreet Global Advisors (SSgA), the investment manage-ment arm of State Street Bank and Trust Company. SSgAprovided the description for this Fund.

Large Cap Value

Bernstein Diversified Value Fund

Objective: Seeks long-term capital appreciation byactively investing in the stocks of carefully selected,large US companies.

Category: Large Cap Value US Equity


Benchmark: Russell 1000® Value Index*


• The Trust’s investment objective is to obtain long-term growth of capital on a total return basis. TheTrust is designed to outperform its benchmark byemphasizing value opportunities in the large-capitalization US equity market while controllingrisk. The securities in the investment universe areranked by their internal rate of return, which com-pares a stock’s current price to its normalized freecash flow. That ranked universe is divided intoquintiles, and the Investment Adviser’s Investment

Policy Group then selects a model portfolio ofabout 150 securities. Its portfolio construction ruleslimit the degree of a stock’s overweight or under-weight versus the benchmark and requires sig-nificant diversification by sector. About 70% of thisportfolio will be drawn from companies with thehighest risk-adjusted expected returns; these stocksprovide the portfolio’s potential to outperform. Inorder to limit tracking error, the portfolio will main-tain positions in the largest stocks in the benchmarkto some degree at all times. Those stocks that areless attractive are held at an underweight position.The Trust invests primarily in a diversified portfolioof equity securities of U.S. companies with a rela-tively large market capitalization that the Invest-ment Adviser deems undervalued. The Trust investsin companies determined to be undervalued, usingthe fundamental approach of the Investment Ad-viser’s Bernstein Value Equities unit. In selectingsecurities, the Investment Adviser uses its funda-mental and quantitative research to identifycompanies whose long term earnings power anddividend paying capability are not reflected in thecurrent market price of their securities.

• The Trust selects investments from a universe ofsecurities of well-established companies listed pri-marily on the New York Stock Exchange, althoughthe Trust may hold issues listed on the AmericanStock Exchange and other exchanges as well as is-sues traded on the Nasdaq Stock Market andover-the-counter issues. In addition, the Trust maypurchase index options and futures (such as, S&P500 index futures), but only for the purpose of“equitizing cash”. Index options and futures arebased upon a recognized index that refers to ahypothetical portfolio of equity securities. Owner-ship of such options and futures effectively subjectsthe Trust’s cash and short-term investments to theopportunities and risks of equity investments. Underno circumstances shall the notional amount of theTrust’s options and futures (i.e., the Trust’s max-imum amount at risk) exceed the amount of theTrust’s cash and short-term investments at that time.Thus, the non-cash assets of the Trust shall not beleveraged.

• The Trust may, from time to time, invest in moneymarket instruments, repurchase agreements andother short-term investments, including institutionalmoney market funds.

• When the Investment Adviser deems it advisable,the Trust may invest all or any portion of its assetsin one or more insurance company commingledseparate accounts, in one or more mutual funds, orin one or more collective investment funds thatconsist exclusively of the assets of qualified

26

employee benefit plans and trusts, if the separateaccount, mutual fund or collective investment fundsatisfies the investment objectives of the Trust.

• The Trust’s goal is to outperform the Russell 1000®

Value Index over full market cycles (generally three(3) to five (5) years) while limiting the divergencefrom the market’s performance to moderate levels.However, all equity portfolios are vulnerable toabsolute value declines and there can be no assur-ance that the Trust’s goals will be achieved.

Investment Manager: AllianceBernstein L.P., whichprovided the description for this Portfolio.

AllianceBernstein Trust Company, LLC, a wholly ownedsubsidiary of AllianceBernstein L.P., serves as theTrustee of the Trust.

Large Cap Growth

Fidelity Contrafund®

Objective: Seeks to provide capital appreciation.

Category: Domestic Equities — Large Cap Growth



Investment Strategy: The Fund primarily invests incommon stocks. The Fund may invest in securities ofdomestic and foreign issuers whose value the Fund’smanager believes is not fully recognized by the public.The Fund may invest in “growth” or “value” stocks, orboth. Share price and return will vary.

Effective December 16, 2008, Fidelity Contrafund® re-opened to all new investors.

Fidelity Growth Company Fund


Category: Domestic Equities — Large Cap Growth


Benchmark: Russell 3000® Growth Index*

Investment Strategy: The Fund primarily invests incommon stocks. The Fund invests in companies that themanager believes have above-average growth potential.The Fund may invest in securities of domestic and for-eign issuers. Share price and return will vary.

Mid Cap Blend

Ariel Fund

Objective: Seeks to increase the value of your invest-ment over the long term through capital appreciation.

Category: Domestic Equities—Mid Cap Blend


Benchmark: Russell 2500™ Value Index*

Investment Strategy: The Fund primarily invests instocks of widely ignored, misunderstood, or under-followed companies that provide quality goods and/orservices. To be considered, such companies must havea market niche, an excellent financial condition, a solidmanagement team, and an established record. The Fundtargets smaller (small-cap) companies with marketcapitalizations of $2 billion or less at the time ofinvestment. Stocks of smaller companies may havemore abrupt or erratic price movements than stocks oflarger companies. Investments in smaller companiesmay involve greater risks than those of larger, morewell-known companies. Share price and return willvary.

Managed and administered by Ariel Capital Manage-ment, Inc., which provided the description for thisFund.

Fidelity Low-Priced Stock Fund


Category: Domestic Equities — Mid Cap Blend


Benchmark: Russell 2000® Index*

Investment Strategy: The Fund primarily invests at least80% of its assets in low-priced stocks (those priced at orbelow $35 per share), which can lead to investments insmall and medium-sized companies. The Fund maypotentially invest in stocks not considered low priced.Investments in smaller companies may involve greaterrisk than those of larger, more well known companies.The Fund may invest in securities of domestic and for-eign issuers. The Fund may invest in “growth” or“value” stocks, or both. If you sell any of your sharesafter holding them for less than 90 days, the Fund willdeduct a short-term trading fee from your account equalto 1.5% of the value of the shares sold. Share price andreturn will vary.

Effective May 13, 2008, Fidelity Low-Priced Stock Fundtransitioned from “semi-hard” close to “soft-close,” al-lowing all participants in plans that offer the fund toinvest. Effective December 16, 2008, Fidelity Low-Priced Stock Fund reopened to all new investors.

Mid Cap Value

Fidelity Value Fund


Category: Domestic Equities — Mid Cap Value


Benchmark: Russell Midcap™ Value Index*

Investment Strategy: The Fund primarily invests incommon stocks. The Fund invests in securities of

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companies that possess valuable fixed assets or that themanager believes are undervalued in the marketplace inrelation to factors such as assets, earnings, or growthpotential. Such stocks can continue to be “undervalued”by the market for long periods of time, and might neverrealize their full value. The Fund may invest in secu-rities of domestic and foreign issuers. Share price andreturn will vary.

Mid Cap Growth

Fidelity Mid-Cap Stock Fund

Objective: Seeks to provide long-term growth of capital.

Category: Domestic Equities — Mid Cap Growth

Structure: Mutual Fund.

Benchmark: Standard and Poor’s Midcap 400® Index*

Investment Strategy: The Fund primarily invests at least80% of its assets in common stocks of companies withmedium market capitalizations (those with market capi-talizations similar to companies in the Russell Midcap®

Index or the S&P® MidCap 400 Index). The Fund maypotentially invest in companies with smaller or largermarket capitalization. Investments in mid-sized compa-nies may involve greater risk than those of larger, morewell known companies, but may be less volatile thaninvestments in smaller companies. The Fund may investin securities of domestic and foreign issuers. If you sellany of your shares after holding them for less than 30days, the Fund will deduct a short-term trading fee fromyour account equal to 0.75% of the value of the sharessold. Share price and return will vary.

The Russell Midcap® Index is an unmanaged marketcapitalization-weighted index of medium-capitalizationU.S. company stocks.

The S&P MidCap 400 Index is an unmanaged marketcapitalization-weighted index of 400 medium-capitalization stocks.

Small Cap Blend

SSgA Mid/Small Cap Index Fund

Objective: Seeks to match the performance of theRussell Small Cap Completeness Index™.

Category: Small Cap Blend US Equity


Benchmark: Russell Small Cap Completeness Index™*


• The Fund attempts to invest in all of the stocks inthe Russell Small Cap Completeness™ Index in pro-portion to their weighting in the Index. The RussellSmall Cap Completeness Index™ provides exposure

to the mid- and small-cap sectors of the U.S.marketplace. Thus, it invests in smaller companiesthat may be in an early stage of development butmay also have high growth potential. The strategyof investing in the same stocks as the Index mini-mizes the need for trading and therefore results inlower expenses. The Fund may also hold 2-5% ofits value in futures contracts (an agreement to buyor sell a specific security by a specific date at anagreed upon price).

• The Fund attempts to fully replicate the Index byholding securities in approximately the same pro-portion as the Index and buying and selling secu-rities only when there are changes to the Index.Although the Fund composition percentages mayvary slightly from the Index at any time, it is a fairlyaccurate indication of the composition of the Fund.

The Fund has previously also been referred to as theMid/Small Cap Index Fund.


Pyramis Small Cap Core

Objective: The Pool’s investment objective is to con-sistently provide excess return over the Russell 2000®

Index, through active stock selection while maintainingsimilar portfolio risk characteristics.

Category: Small Cap Blend


Benchmark: Russell 2000® Index*

Investment Strategy: The Pool is a commingled pool ofthe Pyramis Group Trust for Employee Benefit Plansmanaged by Pyramis Global Advisors Trust Company(PGATC). It is not a mutual fund.

The Pool’s universe consists of domestically tradedsmaller capitalization equity securities. This generallyincludes a broad list of equity issues across several mar-ket categories and levels of capitalization. Money mar-ket instruments may be used when cash balances are tobe invested; otherwise the Portfolio will tend to be fullyinvested. The Pool may use futures, index options, andexchange traded funds to enable the Pool to remainfully invested, while being able to respond to partic-ipant cash flows. PGATC has claimed an exemptionfrom registration under the Commodity Futures TradingCommission rules for its management of its pools, andneither the top level pool, nor the underlying pools, aresubject to registration or regulation under the Commod-ity Exchange Act. Investments in smaller companiesmay involve greater risks than those in larger, more well

28

known companies. If you sell any of your units afterholding them for less than 90 days, the Pool will deducta short-term trading fee from your account equal to1.50% of the value of the units sold. Unit price and re-turn will vary.

The Russell 2000® Index is an unmanaged marketcapitalization-weighted index of 2,000 small companystocks of U.S. domiciled companies.

The legal name of the Pool is Pyramis Small Capital-ization Core Commingled Pool.

Pyramis Global Advisors Trust Company provided thedescription for this Pool.

Small Cap Growth

Frontier Small Cap Growth Fund

Objective: The investment objective of the Fund is toseek long-term capital appreciation.

Category: Domestic Equities – Small Capitalization


Benchmark: Russell 2000® Growth Index*


• The Fund primarily invests in equity securities ofU.S. companies with small market capitalizations.

• The Fund seeks capital appreciation by investing incommon stocks of companies with above-averageearnings growth potential at attractive valuations.

• Frontier’s investment process is based on internallygenerated, company specific research.

Investment Manager: Frontier Capital Management Co.,LLC, which provided the description for this Fund.

FIXED INCOME FUNDS

Stable Value

Promark Income Fund

Objective: Seeks to provide income consistent withpreservation of capital.

Category: U.S. High Quality Fixed Income


Benchmark: Not applicable


Assets are held in a commingled fund managed byPromark Trust Bank.

The Fund invests primarily in U.S. investment gradecorporate bonds, U.S. government/agency bonds, mort-gage and other asset-backed securities, U.S. below-investment-grade corporate bonds, and other fixed-income securities, as well as derivative securities,coupled with negotiated contracts discussed below(“Wrap Contracts”) issued by insurance companies (the“issuing companies”). The Fund may also invest inshort-term fixed income instruments, short-term moneymarket instruments and other investment funds(including, subject to applicable law, those sponsoredor advised by Promark Trust Bank or any of its affiliates).

As of December 31, 2008, the issuing companies ofWrap Contracts were Monumental Life Insurance Com-pany, a subsidiary of AEGON N.V., ING Life Insuranceand Annuity Company, a subsidiary of ING Groep N.V.,and Pacific Life Insurance Company, a subsidiary ofPacific LifeCorp and Pacific Mutual Holding Co. Issuingcompanies of Wrap Contracts are required by PromarkTrust Bank to have a Moody’s Investors Service(“Moody’s”) rating of at least Aa3 or higher at the timeof contract issuance. Moody’s ratings are displayed inthe table below. Issuing companies and their ratings aresubject to change without notice.

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MOODY’S RATING TABLEMoody’s designates the four highest of its nine Insurance Financial Strength Ratings categories as:

• Aaa - “exceptional financial security”

• Aa (comprised of Aa1, Aa2, Aa3) - “excellent financial security”

• A (comprised of A1, A2, A3) - “good financial security”

• Baa (comprised of Baa1, Baa2, Baa3) - “adequate financial security”

• Moody’s ratings symbols for Insurance Financial Strength Ratings are identical to those used to indicate thecredit quality of long-term obligations.

Each Wrap Contract contains general obligations of theissuing company to pay under certain circumstances theamount, if any, by which the market value of certain as-sets of the Fund (the “wrapped assets”) is less than theFund’s invested capital therein, including a rate of returnspecified from time to time related to the investment per-formance of these assets. Wrapped assets exclude excessimpaired securities (i.e., securities in excess of a thresh-old percentage which are in default or not in compliancewith applicable investment guidelines), and certain secu-rities held for liquidity purposes. The Wrap Contractsprovide, however, for certain events of termination underwhich only the market value of the wrapped assets(which could be less than the Fund’s invested capitaltherein) will be available to pay withdrawals.

See “Certain Risks Specific to the Fund” below for im-portant additional information about the Wrap Con-tracts and issuing companies.

Promark Trust Bank intends to, but may choose not to,delegate day-to-day investment decisions with respectto the Fund’s assets to one or more investment manag-ers, which may include investment managers affiliatedwith Promark Trust Bank, such as Promark InvestmentAdvisors. The Fund seeks to be fully invested.

Each of the PSP and the S-SPP invests in the Fundthrough a separate pool within the General Motors Sav-ings Plans Master Trust, for the benefit of the relevantplan’s participants in such pool. These pools are oper-ated separately and are managed by Promark Invest-ment Advisors.

Specified Rate:

A participant’s investment is expected to earn a speci-fied rate of return (“specified rate”). The specified rate iscomputed net of all fees and expenses (which may in-clude certain plan expenses) and is reset periodically,typically each calendar quarter. The specified rate isdetermined based upon factors such as the rate of returnset for the relevant period by the issuing companies onthe wrapped assets, the anticipated rate of return on theFund’s other assets for the relevant time period, and an-ticipated liquidity needs (based on historical purchase/

redemption rates). The Wrap Contracts enable gains orlosses on the wrapped assets to generally be amortizedover 2-5 years thereby smoothing out changes in theFund’s income and value with respect to these assets.During any such period, the Fund’s income and valuewill not be fully reflective of the incurred but un-amortized gains or losses.

Information regarding investment performance for priorperiods is provided with each quarterly account state-ment you receive. You may obtain the Fund’s specifiedrate for succeeding quarters by the first Business Dayafter the end of the prior quarter by accessinggmbenefits.com or by calling the GM Benefits & Serv-ices Center at 1-800-489-4646.

Certain Risks Specific to the Fund:

• There can be no assurance that the Fund’s invest-ment objective will be achieved.

• Units redeemed by a plan participant may be worthmore or less than their original cost. The specifiedrate is not guaranteed, may change during a calendarquarter and may be suspended under certain circum-stances in which case Units may be valued based onthe market value of the Fund’s underlying assets.

• Each Wrap Contract provides that the issuing com-pany may defer honoring any withdrawal request orother payment obligation under the Wrap Contract if,due to the closing or other disruption of financialmarkets or exchanges, the issuing company is unableto settle the necessary transactions prudently.

• Investors are subject to the risk of the insolvency ofany issuing company of a Wrap Contract and thenon-payment on, or termination of, a Wrap Con-tract for any reason by any issuing company(including due to various acts on the part of thecontract holder). There is no guarantee that theWrap Contracts will perform as expected.

• Ratings of the issuing companies could be reducedbelow the minimum that is required at the time ofcontract issuance. Furthermore, circumstances maybe such that it is not feasible to replace the affectedissuing companies and, ultimately, they could de-fault on their Wrap Contract obligations.

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• Because the Fund considers a security to be a“U.S.” security if the issuer is domiciled in the U.S.or the security is denominated in U.S. dollars (evenif the issuer is a foreign governmental agency orother entity), a significant percentage of the Fund’sassets may at any particular time be invested insecurities of non-U.S. issuers and subject the Fundto risks associated with international investments.

IN THE EVENT OF THE INSOLVENCY OF ONE OFTHE ISSUING COMPANIES OF THE WRAP CON-TRACTS, OR THE NON-PAYMENT ON, OR THE TER-MINATION OF, A WRAP CONTRACT BY AN ISSUINGCOMPANY FOR ANY REASON (INCLUDING DUE TOVARIOUS ACTS ON THE PART OF THE CONTRACTHOLDER), NEITHER GM, PROMARK INVESTMENTADVISORS, PROMARK TRUST BANK, GMAMINVESTMENT FUNDS TRUST, THE FUND’S MANAG-ERS, THE TRUSTEE, THE INVESTMENT ADVISORS,(THE FOREGOING BEING COLLECTIVELY REFERREDTO HEREIN AS THE “FUND-RELATED PARTIES”),NOR ANY OF THE OTHER ISSUING COMPANIES(EXCEPT TO THE LIMITED EXTENT, IF ANY, PROVIDED IN THE WRAP CONTRACTS OF SUCH OTHERISSUING COMPANIES) ARE REQUIRED TO FULFILLTHE ISSUING COMPANY’S OR ANY OTHER ISSUINGCOMPANY’S OBLIGATIONS ON THE CONTRACT(S).THE FUND-RELATED PARTIES DO NOT GUARANTEEEITHER (1) THE UNITS OR THE UNDERLYING ASSETSOR (2) ANY SPECIFIED RATE OF RETURN. IF YOUINVEST IN THE PROMARK INCOME FUND, YOUBEAR THE RISK OF THIS INVESTMENT, INCLUDINGTHE RISKS DESCRIBED OR REFERENCED ABOVE.UNITS ARE NOT INSURED BY THE FDIC.

High Quality

PIMCO Core Plus Bond Fund—Class II

Objective: Seeks maximum total return, investing forboth current income (bond coupons and dividends) andcapital appreciation (bond price movements), consistentwith the preservation of capital and prudent investmentmanagement.

Category: High Quality Bond


Benchmark: Barclays Capital U.S. Aggregate Index*


• To achieve its investment objective, the Fund in-vests under normal circumstances at least 65% of itstotal assets in a diversified portfolio of fixed incomeinstruments of varying maturities. The average port-folio duration (sensitivity to changes in interestrates) of this Fund normally will vary within oneyear (plus or minus) of the duration of the Barclays

Capital U.S. Aggregate Index, but not below three-and-a-half years, and is based on PIMCO’s forecastfor interest rates.

• The Fund invests primarily in investment grade debtsecurities, but may invest up to 10% of its total as-sets in high yield securities rated B- or higher byMoody’s, S&P or Fitch, or, if unrated, determinedby PIMCO to be of comparable quality. The Fundmay invest up to 10% of its total assets in emergingmarkets debt securities. The Fund will normallylimit its foreign currency exposure (from non-U.S.dollar denominated securities or currencies) to 30%of its total assets. The Fund may invest in derivativeinstruments, such as options, futures contracts orswap agreements, or in mortgage- or asset-backedsecurities.

Investment Manager: Pacific Investment ManagementCompany LLC (PIMCO).

Wilmington Trust Retirement and Institutional ServicesCompany, formerly known as AST Capital Trust Com-pany of Delaware (the “Trustee”), serves as the Trusteeof the Fund and provided the description of this Fund.Effective May 1, 2008, Wilmington Trusts FSB acquiredall of the outstanding stock of the Trustee. The Trustee isa wholly owned subsidiary of Wilmington Trust FSB anda Delaware State chartered trust company. The Trusteemaintains ultimate fiduciary authority over themanagement of, and investments made by, the Fund.

“Wilmington Trust Retirement and Institutional ServicesCompany” and its logo are service marks of WilmingtonTrust Corporation. PIMCO® is a registered servicemarkof Pacific Investment Management Company LLC.

High Yield

Fidelity Capital & Income Fund

Objective: Seeks to provide a combination of incomeand capital growth.

Category: Bond — High Yield


Benchmark: Merrill Lynch U.S. High Yield Master IIConstrained Index*

Investment Strategy: The Fund primarily invests inequity and debt securities, including defaulted secu-rities, with an emphasis on lower-quality debt securities.The Fund invests in companies in troubled or uncertainfinancial condition. The Fund may invest in securities ofdomestic and foreign issuers. If you sell any of yourshares after holding them for less than 90 days, the Fundwill deduct a short-term trading fee from your accountequal to 1% of the value of the shares sold. Lower-quality debt securities involve greater risk of default orprice changes due to potential changes in the creditquality of the issuer. In general, bond prices rise when

31

interest rates fall, and vice versa. This effect is usuallymore pronounced for longer-term securities. Share priceand return will vary.

Multi-Sector Bond

Fidelity Strategic Income Fund

Objective: Seeks to provide a high level of currentincome. The Fund may also seek capital appreciation.

Category: Bond


Benchmark: Merrill Lynch U.S. High Master IIConstrained Index*

Investment Strategy: The Fund primarily invests in debtsecurities, including lower-quality debt. The Fund allo-cates its assets among four general investment categoriesusing a neutral mix of approximately 40% high yield,30% U.S. Government and investment-grade, 15%emerging markets, and 15% foreign developed markets.The Fund may potentially invest in equity securities. TheFund is considered non-diversified and can invest agreater portion of its assets in securities of individual is-suers than a diversified fund might, which may causegreater share price fluctuation. In general, bond pricesrise when interest rates fall, and vice versa. This effect isusually more pronounced for longer-term securities.Lower-quality debt securities involve greater risk of de-fault or price changes due to potential changes in thecredit quality of the issuer. Foreign investments, espe-cially those in emerging markets, involve greater risk andmay offer greater potential returns than U.S. investments.This risk includes political and economic uncertainties offoreign countries, as well as the risk of currency fluctua-tion. Share price, yield, and return will vary.

Emerging Markets Bond

Fidelity New Markets Income Fund

Objective: Seeks to provide high current income. As asecondary objective the Fund seeks to provide capitalappreciation.

Category: Bond — International/Global


Benchmark: J.P. Morgan Emerging Markets Bond IndexGlobal*

Investment Strategy: The Fund primarily invests at least80% of its assets in debt securities of issuers in emergingmarkets. The Fund may potentially invest in other typesof securities, including equity securities of emergingmarket issuers, debt securities of non-emerging marketforeign issuers, and lower-quality debt securities of U.S.issuers. The Fund may invest up to 35% of its assets inthese securities, but does not anticipate that theseinvestments will exceed 20% of the Fund’s assets. TheFund normally diversifies investments across different

emerging market countries. The Fund is considerednon-diversified as to issuer and may invest a greaterportion of its assets in securities of individual issuersthan a diversified fund might, which may cause greatershare price fluctuation. Interest rate increases can causethe prices of a debt security to decrease. Lower-qualitydebt securities involve greater risk of default or pricechanges due to potential changes in the credit quality ofthe issuer. Foreign investments, especially those inemerging markets, involve greater risk and may offergreater potential returns than U.S. investments. This riskincludes political and economic uncertainties of foreigncountries, as well as the risk of currency fluctuation. Ifyou sell any of your shares after holding them for lessthan 90 days, the Fund will deduct a short-term tradingfee from your account equal to 1% of the value of theshares sold. Share price and return will vary.

Real Return Bond

PIMCO Real Return Strategy Fund—Class II

Objective: Seeks maximum real return (total return lessinflation), investing for both current income (bond cou-pons and dividends) and capital appreciation (bondprice movements), consistent with preservation of realcapital and prudent investment management.

Category: Real Return Bond


Benchmark: Barclays Capital U.S. TIPS Index*


• Under normal circumstances, at least 75% of thenet assets of the Fund will be invested in inflation-indexed bonds issued by the U.S. and non-U.S.governments, their agencies or instrumentalities,and corporations and of varying maturities. Assetsnot invested in inflation-indexed bonds may be in-vested in other types of fixed income instruments.The Fund’s duration (sensitivity to changes in inter-est rates) normally will vary within two years (plusor minus) of the duration of the Barclays CapitalU.S. TIPS Index based on PIMCO’s forecast forinterest rates. Inflation-indexed bonds are structuredto provide protection against inflation. The interestpaid on the securities is adjusted to track changes ofan official inflation measure.

• Durations for real return bonds, which are based onreal yields, are converted to nominal durationsthrough a conversion factor, typically between 20%and 90% of the respective real duration. All securityholdings will be measured in effective (nominal)duration terms. The Fund invests primarily ininvestment grade securities, but may invest up to10% of its total assets in high yield securities ratedB- or higher by Moody’s, S&P or Fitch, or, if un-

32

rated, determined by PIMCO to be of comparablequality. The Fund may invest up to 10% of its totalassets in real or nominal emerging markets debtsecurities. The Fund will normally limit its foreigncurrency exposure from non-U.S. dollar denomi-nated securities or currencies (excluding moneymarket securities and money market futures) to 30%of its total assets. The Fund may invest in derivativeinstruments, such as options, futures contracts orswap agreements, or in mortgage- or asset-backedsecurities.

Investment Manager: Pacific Investment ManagementCompany LLC (PIMCO).

Wilmington Trust Retirement and Institutional ServicesCompany, formerly known as AST Capital Trust Com-pany of Delaware (the “Trustee”), serves as the Trusteeof the Fund and provided the description of this Fund.Effective May 1, 2008, Wilmington Trusts FSB acquiredall of the outstanding stock of the Trustee. The Trustee isa wholly owned subsidiary of Wilmington Trust FSB anda Delaware State chartered trust company. The Trusteemaintains ultimate fiduciary authority over themanagement of, and investments made by, the Fund.

“Wilmington Trust Retirement and Institutional ServicesCompany” and its logo are service marks of WilmingtonTrust Corporation. PIMCO® is a registered servicemarkof Pacific Investment Management Company LLC.

INTERNATIONAL/GLOBAL EQUITY FUNDS

International

Fidelity Diversified International Fund

Objective: Seeks to provide capital growth.

Category: International/Global


Benchmark: MSCI EAFE® Index (Net MA Tax)*

Investment Strategy: The Fund primarily invests incommon stocks of foreign companies. Foreign invest-ments, especially those in emerging markets, involvegreater risk and may offer greater potential returns thanU.S. investments. This risk includes political and eco-nomic uncertainties of foreign countries, as well as therisk of currency fluctuation. If you sell your shares afterholding them for less than 30 days, the Fund will deducta short-term trading fee from your account equal to 1%of the value of the shares sold. Share price and returnwill vary.

SSgA International Index Fund

Objective: Seeks to match closely the performance ofthe Morgan Stanley Capital International Europe,Australasia, Far East (MSCI EAFE®) Index while provid-ing daily liquidity.

Category: International


Benchmark: MSCI EAFE® Index*


• The Fund typically invests in all the stocks in theMSCI EAFE® Index in proportion to their weightingin the Index. The strategy of investing in the samestocks as the Index minimizes the need for tradingand therefore results in lower expenses.


The Fund has previously also been referred to as theInternational Index Fund.


The MSCI EAFE® Index is a trademark of Morgan Stan-ley Capital International. The Fund is not sponsored,endorsed, or promoted by MSCI, and MSCI bears noliability with respect to the Fund or any index on whichthe Fund is based.

Emerging Markets Equity

SSgA Emerging Markets Index Fund

Objective: Seeks to match closely the performance ofthe Morgan Stanley Capital International (MSCI) Emerg-ing Markets IndexSM while providing daily liquidity.

Category: Emerging Markets


Benchmark: MSCI Emerging Markets IndexSM*


• The Fund typically invests in the stocks in the MSCIEmerging Markets IndexSM in approximate pro-portion to their weighting in the Index. The strategyof investing in the same stocks as the Index mini-mizes the need for trading and therefore results inlower expenses.


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The Fund has previously also been referred to as theEmerging Markets Index Fund.


The MSCI Emerging Markets IndexSM is a trademark ofMorgan Stanley Capital International. The Fund is notsponsored, endorsed, or promoted by MSCI, and MSCIbears no liability with respect to the Fund or any indexon which the Fund is based.

Fidelity Emerging Markets Fund


Category: International/Global — Emerging Markets


Benchmark: MSCI Emerging Markets IndexSM*

Investment Strategy: The Fund primarily invests at least80% of its assets in securities of issuers in emergingmarkets. The Fund primarily invests in common stocks.Foreign investments, especially those in emerging mar-kets, involve greater risk and may offer greater potentialreturns than U.S. investments. This risk includes politi-cal and economic uncertainties of foreign countries, aswell as the risk of currency fluctuation. If you sell any ofyour shares after holding them for less than 90 days, theFund will deduct a short-term trading fee from youraccount equal to 1.5% of the value of the shares sold.Share price and return will vary.

Global Equity

AllianceBernstein Global Equity Fund

Objective: Seeks long-term capital appreciation by ac-tively investing in the stocks of carefully selected largecompanies both in the US and internationally.

Category: Global Equity


Benchmark: MSCI All Country World Index*


• The Trust invests all or substantially all of its assetsin two other collective trusts, the Bernstein GlobalValue Plus Trust and the Alliance Global ResearchGrowth Collective Trust (together, the“AllianceBernstein Global Equity Trusts”),representing value and growth equity investmentdisciplines, respectively. The Bernstein GlobalValue Plus Trust looks to add value through bottom-up, research driven stock selection that attempts toidentify out of favor bargains where earnings arelikely to recover. The Alliance Global ResearchGrowth Collective Trust consists of six separately

managed sector portfolios, each managed by thehead(s) of that sector, and is focused on findingunderappreciated growth potential before it isrecognized by the rest of the market. Risk is miti-gated in combining the Value and Growth portfo-lios with differing characteristics aiming for a 50/50target mix in a single unified portfolio, resulting in adecrease in the volatility of results. Depending uponmarket conditions, however, the actual weighting ofsecurities from each investment discipline will varywithin a narrow range. Because the Trust invests inother collective trusts, rather than in individualsecurities, the Trust is considered a “fund of funds”.

• The investment objective of the Trust is to achievelong-term capital growth on a total return basisthrough the AllianceBernstein Global Equity Trusts’investment in equity securities of companies lo-cated around the world. The AllianceBernsteinGlobal Equity Trusts invest principally in companieslocated in countries comprising the Morgan StanleyCapital International All Country World (UnhedgedCap-Weighted) Index (the “MSCI ACWI Index”).The AllianceBernstein Global Equity Trusts mayalso invest in companies in other, non-MSCI ACWIIndex countries, including but not limited to less-developed or emerging equity market countries.

• Through the Trust’s investment in the AllianceBern-stein Global Equity Trusts, the Trust’s portfolio willbe diversified among several countries, but notnecessarily in the same proportion that such coun-tries are represented in the MSCI ACWI Index. Forinstance, while the current market capitalization ofthe United States as represented in the MSCI ACWIIndex is approximately 50%, this percentage mayincrease or decrease substantially over time asworld market capitalizations change relative to oneanother. Similarly, the Trust could have significantlymore or less exposure to U.S. equity securities thanthat of the MSCI ACWI Index as the portfolio’s geo-graphic exposure is primarily a result of the Invest-ment Adviser’s research oriented stock selectionprocess. Accordingly, a substantial portion of theportfolio could consist of non-U.S. equity securities.

• Through the Trust’s investment in the AllianceBern-stein Global Equity Trusts, the Trust’s allocationbetween value stocks and growth stocks will nor-mally vary within a narrow range from 45%-55%.In extraordinary circumstances, when research de-termines conditions favoring one investment styleare compelling, the targeted allocation range maybe expanded to 40%-60%. In the event the targetedrange is exceeded, the Investment Adviser will re-balance its holdings of the AllianceBernstein GlobalEquity Trusts as necessary to maintain the weight-ings of securities from each investment disciplinewithin the targeted allocation range.

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• Foreign currency exposure of the Trust may bemanaged separately from stocks. For the individualcurrencies represented in the Trust, the InvestmentAdviser raises or lowers the amount of the currencyexposure through currency forward contracts orother similar instruments if its research indicatesthat the currency is poised to fall or rise against theUS dollar in the near term. The currency exposureis managed separately from equity decisions andcan be in excess of the underlying equity exposure.In making these adjustments, the Investment Ad-viser uses its in-house models developed specifi-cally for this purpose.

Investment Manager: AllianceBernstein L.P., whichprovided the description for this Portfolio.

AllianceBernstein Trust Company, LLC, a wholly ownedsubsidiary of AllianceBernstein L.P., serves as theTrustee of the Trust.

REAL ESTATE FUNDS

Morgan Stanley Institutional Fund, Inc. Global RealEstate Portfolio – Class I

Objective: Seeks to provide current income and capitalappreciation.

Category: Real Estate


Benchmark: FTSE EPRA/NAREIT Global Real EstateIndex—Net Total Return to U.S. Investors*


• The Portfolio seeks a combination of currentincome and capital appreciation by investing pri-marily in equity securities of companies in the realestate industry located throughout the world,including real estate operating companies, real es-tate investment trusts and similar entities establishedoutside the United States (foreign real estatecompanies). The Portfolio will invest primarily incompanies located in the developed countries ofNorth America, Europe and Asia, but may alsoinvest in emerging markets. The Advisers’ approachemphasizes a bottom-up stock selection with a top-down country allocation overlay.

• The Advisers actively manage the Portfolio using acombination of top-down and bottom-up method-ologies. The top-down asset allocation overlayinvolves the overweighting and underweighting ofeach of the regions contained in the FTSE EPRA/NAREIT Global Real Estate Index by focusing onkey regional criteria, which include relative valu-ation, underlying real estate fundamentals, anddemographic and macroeconomic considerations(for example, population, employment, householdinformation and income). The Advisers employ avalue-driven approach to bottom-up security

selection, which emphasizes underlying asset val-ues, values per square foot and property yields. Inseeking an optimal matrix of regional and propertymarket exposure, the Advisers consider broaddemographic and macroeconomic factors as well ascriteria such as space demand, new constructionand rental patterns. The Advisers generally considerselling a portfolio holding when they determine thatthe holding is less attractive based on a number offactors, including changes in the holding’s shareprice, earnings prospects relative to its peers and/orbusiness prospects.

• Under normal circumstances, at least 80% of thePortfolio’s assets (plus any borrowings for invest-ment purposes) will be invested in equity securitiesof companies in the real estate industry, includingREOCs, REITs and foreign real estate companies.This policy may be changed without shareholderapproval. Derivative instruments used by the Portfo-lio will be counted toward the 80% policy dis-cussed above to the extent they have economiccharacteristics similar to the securities includedwithin that policy.

• A company is considered to be in the real estateindustry if it (i) derives at least 50% of its revenuesor profits from the ownership, construction,management, financing or sale of residential, com-mercial or industrial real estate or (ii) has at least50% of the fair market value of its assets invested inresidential, commercial or industrial real estate.

• The risks of investing in the Portfolio may be in-tensified because the Portfolio is non-diversified,which means that it may invest in securities of alimited number of issuers. As a result, the perform-ance of a particular investment or a small group ofinvestments may affect the Portfolio’s performancemore than if the Portfolio were diversified.

• The redemption fee that was previously in place forthis fund was eliminated effective January 21, 2009.

Investment Adviser: Morgan Stanley Investment Man-agement Inc., which provided the description for thisfund. Sub-advisers: Morgan Stanley InvestmentManagement Limited and Morgan Stanley InvestmentManagement Company.

SSgA REIT Index Fund

Objective: Seeks to closely match the performance ofthe Dow Jones Wilshire Real Estate Investment TrustIndex while providing daily liquidity.

Category: Specialty/Real Estate


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Benchmark: Dow Jones Wilshire Real Estate InvestmentTrust Index*


• The Fund typically invests in all securities in theDow Jones/Wilshire REIT Index in proportion to theirweighting in the Index. As such the Fund seeks tomaintain sector and security weightings that closelymatch the Index. This replication process results inlow turnover, accurate tracking and low costs.


• The Fund invests primarily in equity shares of realestate investment trusts (REITs). REITs invest in loanssecured by real estate and invest directly in real es-tate properties such as apartments, office buildings,and shopping malls. REITs generate income fromrentals or lease payments and offer the potential forgrowth from property appreciation and the potentialfor capital gains from the sale of properties.

The Fund has previously also been referred to as theREIT Index Fund.


The Dow Jones/Wilshire REIT Index is calculated byDow Jones & Co. and licensed to State Street Bank andTrust Company. The Fund is not sponsored, endorsed,sold or promoted by Dow Jones & Co. and Dow Jones& Co. makes no representation regarding the advis-ability of investing in the Fund. Dow Jones & Co. bearsno liability with respect to the Fund or any index onwhich such Fund is based.

BALANCED FUND

Pyramis Strategic Balanced

Objective: The Pool’s objective is to seek capital growthand income by diversifying across a range of assetclasses, including equity and debt securities issuedanywhere in the world.

Category: Balanced


Benchmark: Customized Benchmark*

The Pool is a commingled pool of the Pyramis GroupTrust for Employee Benefit Plans, managed by PyramisGlobal Advisors Trust Company (PGATC). It is not amutual fund. The Pool will typically invest approx-imately 60% of its assets in U.S. and non-U.S. equity

securities and the remainder in fixed income securities(including debt obligations of non-U.S. corporationsand foreign issuers) by investing in underlying poolsmanaged by PGATC and/or its affiliates. The Pool mayvary its target if it believes equities or fixed incomesecurities offer more favorable opportunities. The Poolmay invest in underlying pools which use futures, op-tions, swaps, and exchange traded funds to enable theunderlying pools to remain fully invested, while beingable to respond to participant cash flows and to takeadvantage of changes in interest rates and other factorsaffecting value. PGATC has claimed an exemption fromregistration under the Commodity Futures TradingCommission rules for its management of its pools, andneither the top level pool, nor the underlying pools, aresubject to registration or regulation under the Commod-ity Exchange Act. In general, bond prices rise when in-terest rates fall, and vice versa. This effect is usuallymore pronounced for longer-term securities. Foreigninvestments, especially those in emerging markets, in-volve greater risk and may offer greater potential returnsthan U.S. investments. This risk includes political andeconomic uncertainties of foreign countries, as well asthe risk of currency fluctuation. Unit price, yield andreturn will vary.

Investment performance of the Pyramis Strategic Bal-anced Commingled Pool depends on the performanceof the underlying investment options and on the pro-portion of the Pools’ assets invested in each underlyinginvestment option. The performance of the underlyinginvestment options depends, in turn, on their invest-ments. The performance of these investments will varyday to day in response to many factors. In general, in-vestment values fluctuate in response to adverse issuer,political, regulatory, market or economic developmentsin the United States and abroad. These investments maybe subject to additional risks associated with investingin fixed income, high yield, large cap, small cap, inter-national and emerging markets securities in proportionto the Pool’s assets invested in each respective strategy.An investment in the Pyramis Strategic Balanced Com-mingled Pool may be risky and may not be suitable foran investor’s goals, objectives and risk tolerance.Investors should be aware that an investment’s valuemay be volatile and any investment involves the riskthat you may lose money. Past performance is no guar-antee of future results.

The legal name of the Pool is Pyramis StrategicBalanced Commingled Pool.

Pyramis Global Advisors Trust Company provided thedescription for this Pool.

COMPANY STOCK FUND

General Motors $1-2/3 Par Value Common Stock Fund

Objective: Seeks to track the performance of GMcommon stock

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Category: Company Stock

Structure: Separate Account. It is not a mutual fund.

Benchmark: Not applicable


• The Fund invests solely in the shares of GM $1-2/3par value common stock, except for a small portion,ordinarily targeted at 1%, dedicated to short-term,fixed income investments and money marketinstruments. These latter groups of securities pro-vide liquidity for loans, withdrawals, and exchangesby participants in this Fund. Note: The Fund maydeviate from this investment strategy. See“Additional Information Specific to the GM Com-mon Stock Fund” below.

• GM’s primary operations are in the motor vehicleproducts industry segment.

• The Fund is not diversified.

• The price of GM $1-2/3 par value common stockmay fluctuate on any given day, as is the case for allequity securities. Because the Fund is not diversi-fied, this fluctuation generally will cause greatervariation in the Fund’s unit price than a fundconsisting of a diversified portfolio of stocks.

• The dividend on GM $1-2/3 par value commonstock is reviewed quarterly by the GM Board ofDirectors, and the dividend declared is based,among other factors, upon GM’s future earningsand financial requirements. Dividends on GM’scommon stock have been suspended as of July 15,2008.

• The Fund is managed by State Street Bank and TrustCompany. In addition, State Street Bank and TrustCompany serves as the independent fiduciary withrespect to this Fund and accordingly, Promark In-vestment Advisors is not the named fiduciary of theGM Savings Plans for purposes of investments withrespect to this Fund.

Additional Information Specific to the GM CommonStock Fund

As the investment manager of the GM Common StockFund, State Street Bank and Trust Company is respon-sible for (1) evaluating liquidity needs and maintainingsufficient cash levels to process participant transactions,(2) determining the daily number of shares of commonstock to be purchased or sold, and (3) obtaining the bestexecution for any purchases or sales. See “The GMSavings Plans – GM Benefits & Services Center” earlierin this Prospectus for information regarding the reser-vation of the right to modify or suspend redemptionsand exchanges. In addition, State Street Bank and TrustCompany reserves the right to impose restrictions onpurchases or exchanges at any time on conditions thatare more restrictive than those that are otherwise statedin this Prospectus on disruptive, excessive or short-termtrading. Subject to the documentation of the GM Sav-ings Plans and ERISA, as investment manager of the GMCommon Stock Fund, State Street Bank and Trust Com-

pany also has the authority to impose any temporary orpermanent limitation or restriction on investments in theGM Common Stock Fund.

State Street Bank and Trust Company, in its capacity asthe investment manager of the GM Common StockFund, has the responsibility and authority to considerand determine whether at any time with respect to GMcommon stock it may be inconsistent with ERISA tocontinue to invest in that stock pursuant to the invest-ment strategy of the GM Common Stock Fund. If such adetermination is made, State Street may sell the com-pany stock held in such Fund (replacing it with short-term-fixed-income investments and money marketinstruments). If State Street takes any such action withrespect to the GM Common Stock Fund, such fund willdeviate from its investment strategy and as a result itsinvestment objective may not be achieved and its per-formance may be impacted.

Effective with the trade date of September 29, 2008, allpurchases into the GM Common Stock Fund, includingparticipant-directed contributions and exchanges, weretemporarily suspended. The suspension was initiallyimposed due to higher than anticipated share purchasesof the GM Common Stock Fund in the GM SavingsPlans and an insufficient amount of registered GMCommon Stock being available. Subsequently, StateStreet Bank and Trust Company, as independentfiduciary of the GM Common Stock Fund, determinedthat due to GM’s third quarter 2008 earningsannouncement and related information about GM’sbusiness, it is not appropriate at this time to allowadditional investments by participants into the GMCommon Stock Fund. Accordingly, the temporarysuspension on purchases into the GM Common StockFund continues until further notice.

Participants who have an investment in the GM Com-mon Stock Fund continue to be eligible to make, andare solely responsible for any decision to make, ex-changes out of the GM Common Stock Fund at any timein accordance with the applicable provisions of the GMSavings Plans. A participant’s ability to make such ex-changes is not currently affected or limited to any extentby State Street’s decision regarding participant invest-ments in the GM Common Stock Fund.

Unless a participant has changed their investmentdirection, employee and employer contributions thatwere previously being invested in the GM CommonStock Fund are now being invested in the PyramisStrategic Balanced Commingled Pool investment optionfor S-SPP participants, and into the Pyramis ActiveLifecycle Commingled Pool investment option with atarget retirement date (as specified in the Pool’s name)closest to the year that the participant will attain the ageof 65 for PSP participants.

Dividends on GM’s common stock have been sus-pended as of July 15, 2008.

See “Notice of Your Rights Concerning EmployerSecurities, as Required by Federal Law” for importantinformation about specific diversification rights youhave as a participant in the GM Savings Plans.

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* General Information Regarding Indexes

Custom Benchmark –

Pyramis Active Lifecycle 2000 – Active 2000 Custom BenchmarkPyramis Active Lifecycle 2005 – Active 2005 Custom BenchmarkPyramis Active Lifecycle 2010 – Active 2010 Custom BenchmarkPyramis Active Lifecycle 2015 – Active 2015 Custom BenchmarkPyramis Active Lifecycle 2020 – Active 2020 Custom BenchmarkPyramis Active Lifecycle 2025 – Active 2025 Custom BenchmarkPyramis Active Lifecycle 2030 – Active 2030 Custom BenchmarkPyramis Active Lifecycle 2035 – Active 2035 Custom BenchmarkPyramis Active Lifecycle 2040 – Active 2040 Custom BenchmarkPyramis Active Lifecycle 2045 – Active 2045 Custom BenchmarkPyramis Active Lifecycle 2050 – Active 2050 Custom Benchmark

Custom Benchmark is a blend of the benchmark indices of the Pool’sunderlying investments in proportion to the Pool’s respective invest-ment allocations. As the target allocations are adjusted, the weights ofthe underlying benchmark indices in the Custom Benchmark are ad-justed.

Custom Benchmark –

Pyramis Strategic Balanced – Customized Benchmark

The Customized Benchmark is a blend of the benchmark indices ofthe Pool’s underlying investments in proportion to the Pool’s re-spective investment allocation. As the target allocations are adjusted,the weights of the underlying benchmark indices in the CustomBenchmark are adjusted.

Barclays Capital U.S. Aggregate Index

The Barclays Capital U.S. Aggregate Index (formerly known as theLehman Brothers U.S. Aggregate Index) covers the U.S. Dollar-denominated, investment-grade, fixed-rate, taxable bond market ofSEC-registered securities. The index includes bonds from the Treasury,Government-Related, Corporate, MBS (agency fixed-rate and hybridARM pass-throughs), ABS, and CMBS sectors.

Barclays Capital U.S. TIPS Index

The Barclays Capital U.S. TIPS (Treasury Inflation-Protected Securities)Index (formerly known as the Lehman Brothers U.S. TIPS Index) meas-ures the performance of fixed income securities with fixed-rate couponpayments that adjust for inflation, as measured by the Consumer PriceIndex for All Urban Consumers.

Dow Jones Wilshire Real Estate Investment Trust Index

The Dow Jones Wilshire Real Estate Indexes measure the performanceof publicly traded real estate securities. The Dow Jones Wilshire RealEstate Securities Index (DJW RESI) and the Dow Jones Wilshire RealEstate Investment Trust (DJW REIT) Index are derived from the broaderindex and are designed to serve as proxies for direct real estateinvestment by institutions. The DJW RESI includes equity real estateinvestment trusts (REITs) and real estate operating companies (REOCs)that meet certain criteria for inclusion. The DJW REIT Index includesonly those REITs that are components of the DJW RESI.

FTSE EPRA/NAREIT Global Real Estate Index – Net Total Return toU.S. Investors

The FTSE EPRA/NAREIT Global Real Estate Index – Net Total Return toU.S. Investors is a market capitalization weighted index designed toreflect the stock performance of companies engaged in the NorthAmerican, European and Asian real estate markets. The performanceof the Index is listed in U.S. dollars and assumes reinvestment ofdividends. “Net Total Return to U.S. Investors” reflects a reduction in

total returns after taking into account the withholding tax on dividendsby certain foreign countries represented in the Index.

J.P. Morgan Emerging Markets Bond Index Global

The J.P. Morgan Emerging Markets Bond Index Global is an un-managed, market value-weighted index of U.S. dollar-denominatedBrady bonds, Eurobonds, traded loans, and local market debt instru-ments issued by emerging markets’ sovereign and quasi-sovereignentities with at least 2 1⁄2 years to maturity at the time they are addedto the index.

Merrill Lynch U.S. High Yield Master II Constrained Index

Merrill Lynch U.S. High Yield Master II Constrained Index is an un-managed, market value-weighted index of all domestic and Yankeehigh-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of oneyear or more and have a credit rating lower than BBB-/Baa3, but arenot in default. The Merrill Lynch U.S. High Yield Master II ConstrainedIndex limits any individual issuer to a maximum of 2% benchmarkexposure.

MSCI All Country World Index (ACWI)

The MSCI ACWI is a free float-adjusted market capitalization weightedIndex that is designed to measure the equity market performance ofdeveloped and emerging markets. As of January 2009 the MSCI ACWIconsisted of 46 country indices comprising 23 developed and 23emerging market country indices. The developed market country in-dices included are: Australia, Austria, Belgium, Canada, Denmark,Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan,Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Swe-den, Switzerland, the United Kingdom and the United States. Theemerging market country indices included are: Argentina, Brazil,Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, In-donesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines,Poland, Russia, South Africa, Taiwan, Thailand, and Turkey.

MSCI EAFE® Index

The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure theequity market performance of developed markets, excluding the USand Canada. As of June 2007 the MSCI EAFE Index consisted of thefollowing 21 developed market country indices: Australia, Austria,Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong,Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portu-gal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.

MSCI EAFE® Index (Net MA Tax)

The MSCI EAFE® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure theequity market performance of developed markets, excluding the USand Canada. As of June 2007 the MSCI EAFE Index consisted of thefollowing 21 developed market country indices: Australia, Austria,Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong,Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portu-gal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.The index returns for periods after 1/1/1997 are adjusted for tax-withholding rates applicable to U.S.-based mutual funds organized asMassachusetts business trusts.

MSCI Emerging Markets IndexSM

The MSCI Emerging Markets IndexSM is a free float-adjusted marketcapitalization index that is designed to measure equity marketperformance of emerging markets. As of January 2009 the MSCI

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Emerging Markets Index consisted of the following 23 emerging mar-ket country indices: Argentina, Brazil, Chile, China, Colombia, CzechRepublic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia,Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa,Taiwan, Thailand, and Turkey.

Russell 1000® Index

The Russell 1000® Index measures the performance of the large-capsegment of the U.S. equity universe. It is a subset of the Russell 3000®

Index and includes approximately 1000 of the largest securities basedon a combination of their market cap and current index membership.The Russell 1000 represents approximately 92% of the U.S. market.

Russell 1000® Value Index

The Russell 1000® Value Index measures the performance of thelarge-cap value segment of the U.S. equity universe. It includes thoseRussell 1000 companies with lower price-to-book ratios and lowerexpected growth values. As of the latest reconstitution in June 2008,the average market capitalization of companies listed in the Russell1000® Value Index was approximately $12.0 billion and the medianmarket capitalization was approximately $3.8 billion. The size ofcompanies in the Russell 1000® Value Index changes with marketconditions and the composition of the index.


The Russell 2000® Index measures the performance of the small-capsegment of the U.S. equity universe. The Russell 2000 Index is a sub-set of the Russell 3000® Index representing approximately 8% of thetotal market capitalization of that index. It includes approximately2000 of the smallest securities based on a combination of their marketcap and current index membership. As of the latest reconstitution inJune 2008, the average market capitalization of companies listed inthe Russell 2000® Index was approximately $629 million and themedian market capitalization was approximately $463 million.

Russell 2000® Growth Index

The Russell 2000® Growth Index measures the performance of thoseRussell 2000® Index companies with higher price-to-book ratios andhigher forecasted growth values. As of the latest reconstitution on June30, 2008, the average market capitalization of companies listed in theRussell 2000® Growth Index was approximately $651 million and themedian market capitalization was approximately $466 million. Thesize of companies in the Russell 2000® Growth Index changes withmarket conditions and the composition of the index.

Russell 2500TM Index

The Russell 2500TM Index measures the performance of the small tomid-cap segment of the U.S. equity universe. The Russell 2500TM In-dex is a subset of the Russell 3000® Index. It includes approximately2500 of the smallest securities based on a combination of their marketcap and current index membership.

Russell 2500TM Value Index

The Russell 2500TM Value Index measures the performance of thesmall to mid-cap value segment of the U.S. equity universe. It includesthose Russell 2500 companies with lower price-to-book ratios andlower forecasted growth values. As of the latest reconstitution in June2008, the average market capitalization of companies listed in theRussell 2500TM Value Index was approximately $1.0 billion and themedian market capitalization was approximately $612 million.


The Russell 3000 Index measures the performance of the largest 3000U.S. companies representing approximately 98% of the investableU.S. equity market.

Russell 3000® Growth Index

The Russell 3000® Growth Index measures the performance of thebroad growth segment of the U.S. equity universe. It includes thoseRussell 3000 companies with higher price-to-book ratios and higherforecasted growth values. As of the latest reconstitution in June 2008,the average market capitalization of companies listed in the Russell3000® Growth Index was approximately $5.1 billion and the medianmarket capitalization was approximately $893 million.

Russell Midcap® Index

The Russell Midcap® Index measures the performance of the mid-capsegment of the U.S. equity universe. The Russell Midcap® Index is asubset of the Russell 1000® Index. It includes approximately 800 ofthe smallest securities based on a combination of their market cap andcurrent index membership. The Russell Midcap® Index representsapproximately 26% of the total market capitalization of the Russell1000 companies.

Russell Midcap® Value Index

The Russell Midcap® Value Index measures the performance of themid-cap value segment of the U.S. equity universe. It includes thoseRussell Midcap® Index companies with lower price-to-book ratios andlower forecasted growth values. As of the latest reconstitution in June2008, the average market capitalization of companies listed in theRussell Midcap® Value Index was approximately $4.2 billion and themedian market capitalization was approximately $3.3 billion.

Russell Small Cap Completeness IndexTM

The Russell Small Cap CompletenessTM Index offers investors access tothe broad U.S. equity universe excluding S&P 500 constituents. TheRussell Small Cap CompletenessTM Index is constructed to provide acomprehensive and unbiased barometer of the extended broad marketbeyond the S&P 500 exposure and is completely reconstituted annu-ally to ensure new and growing equities are reflected.

Standard and Poor’s 500® Index

Standard & Poor’s 500 Index (S&P 500® Index), a registered trademarkof The McGraw-Hill Companies, Inc., is a widely recognized un-managed index of 500 U.S. common stock prices. Index performanceincludes the reinvestment of dividends. The S&P 500® Index repre-sented approximately 75% coverage of the U.S. equity market as ofDecember 31, 2008.

Standard and Poor’s Midcap 400 Index

The S&P® MidCap 400 Index is an unmanaged, market capitalization-weighted index of 400 medium-capitalization stocks.

General

The trademarks and service marks appearing herein are the property oftheir respective owners. The Russell Indexes are trademarks/servicemarks of the Frank Russell Company. Russell® is a trademark of theFrank Russell Company. Indices are unmanaged, and an investmentcannot be made directly in an index.

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General Information Regarding Investment Managers

AllianceBernstein L.P.

AllianceBernstein L.P. is one of the largest publiclytraded global asset management firms in the world withapproximately $462 billion in assets under managementas of December 31, 2008. AllianceBernstein providesdiversified, global investment management services thatinclude growth and value equities, blend strategies andfixed income services to institutional, high net worthand retail clients worldwide. Additionally, through itsSanford C. Bernstein & Co., LLC subsidiary, Alliance-Bernstein provides in-depth research, portfolio strategy,trading and brokerage-related services. AllianceBern-stein is headquartered in New York and has offices in47 cities in 25 countries. The firm was formed in Oc-tober 2000 through the merger of Alliance CapitalManagement and Sanford C. Bernstein, which werefounded in 1971 and 1967, respectively.

Ariel Investments

Ariel Investments is a Chicago-based money manage-ment firm and mutual fund company founded in 1983.The firm focuses on U.S. equities, utilizing a patient,disciplined value style of investing, and has over $4.4billion in assets under management as of December 31,2008. Ariel is privately held and every employee ownsan equity interest in the firm as well as Ariel’s mutualfunds.

Fidelity Investments

Fidelity Investments is one of the world’s largest providersof financial services, with custodied assets of $2.6 trillion,including managed assets of more than $1.2 trillion as ofDecember 31, 2008. Fidelity offers investment manage-ment, retirement planning, brokerage, and human re-sources and benefits outsourcing services to 24 millionindividuals and institutions as well as through 5,500financial intermediary firms. The firm is the largest mu-tual fund company in the United States, the No. 1 pro-vider of workplace retirement savings plans, the largestmutual fund supermarket and a leading online brokeragefirm. For more information about Fidelity Investments,visit www.fidelity.com.

Fidelity Management & Research Company (FMRCo) actsas the investment advisor to Fidelity’s family of mutualfunds. FMRCo has three fund divisions: Equity, High In-come and Fixed Income. Securities are managed, re-searched, bought and sold for the funds by a staff ofportfolio managers, analysts and traders.

Frontier Capital Management Company, LLC

Frontier Capital Management Company, LLC is aBoston-based investment management firm. Founded in1980, the firm manages approximately $4.4 billion in

client assets in a variety of U.S. equity strategies as ofDecember 31, 2008. In 2000, Frontier became amajority-owned affiliate of Affiliated Managers Group,Inc. (AMG), with the remaining ownership interest heldbroadly among Frontier employees.

Morgan Stanley Investment Management Inc.

Morgan Stanley Investment Management Inc. (MSIM)conducts a worldwide portfolio management businessand provides a broad range of portfolio managementservices to customers in the United States and abroadand is headquartered in New York City. MSIM is a sub-sidiary of Morgan Stanley, a publicly-traded globalfinancial services firm. MSIM had $398.2 billion in as-sets under management as of December 31, 2008across a vast array of asset classes, including equity,fixed income, alternatives and private markets.

Neuberger Berman LLC

Neuberger Berman LLC was founded in 1939 and isheadquartered in New York City. The firm had $165billion of assets under management as of December 31,2008 across various equity, fixed income andalternative strategies. It was recently announced thatNeuberger Berman’s management will acquireNeuberger Investment Management (NIM), whichincludes Neuberger Berman and the fixed income andalternative asset management businesses of LehmanBrothers’ Investment Management. The transaction isexpected to close during the first quarter of 2009.

Pacific Investment Management Company LLC

Pacific Investment Management Company LLC (PIMCO)is one of the largest specialty fixed income managers inthe world, with approximately $747 billion in assetsunder management as of December 31, 2008. The firmis headquartered in Newport Beach, CA and has officesin 8 other cities around the world. PIMCO was foundedin 1971. In 2000, PIMCO was acquired by Allianz SE, alarge global financial services company based inGermany, and operates as a separate and autonomoussubsidiary of Allianz.

Promark Trust Bank, N.A.

Promark Trust Bank, N.A., which changed its namefrom General Motors Trust Bank, N.A. in March 2009,(Promark Trust Bank), is a nationally chartered bank andis an indirect wholly-owned subsidiary of General Mo-tors Corporation. Promark Trust Bank was founded in2003 as the successor trustee of certain Promark Funds.Affiliates of Promark Trust Bank and their predecessorshave been designing and developing investment planssince 1950. As of December 31, 2008, Promark TrustBank and its affiliates manage and oversee approx-imately $133.2 billion in assets across a variety of asset

40

classes for GM-affiliated and other third party clients. Itis located in New York City.

Pyramis Global Advisors®

Pyramis Global Advisors, a Fidelity Investments company,is an investment management firm focusing on servicingcorporate and public retirement funds, endowments,foundations, other institutions, and non- U.S. investors.Pyramis offers active and risk-controlled domestic equity,international equity, fixed income, real estate and alter-native disciplines. As of December 31, 2008, assets undermanagement total approximately $120 billion.

State Street Global Advisors and State Street Bank andTrust Company

State Street Global Advisors (SSgA), established in 1978,is the world’s largest institutional asset manager, with$1.4 trillion in assets under management as ofDecember 31, 2008. SSgA is the investment managementdivision of State Street Bank and Trust Company, foundedin 1792. State Street Bank and Trust Company is awholly-owned subsidiary of State Street Corporation.SSgA is headquartered in Boston and has 25 offices and11 investment centers across 5 continents.

Performance Returns

Performance return information on the applicableinvestment options under the GM Savings Plans, includ-ing performance information as of the end of the mostrecent calendar quarter, is disclosed in the quarterlyPerformance Summary which is provided with eachquarterly account statement you receive. The Perform-ance Summary is also available by accessinggmbenefits.com.

Past performance is not necessarily indicative of futureresults. Some investment options may have a limitedoperating history. Additionally, investment options mayhave sustained gains or losses recently due to marketvolatility or other reasons. Accordingly, performance fordates subsequent to the date of the most recentPerformance Summary may be different than the per-formance stated on the most recent Performance Sum-mary. Please access gmbenefits.com, or call the GMBenefits & Services Center at 1-800-489-4646 for per-formance return information on the investment options.

NOTICE OF YOUR RIGHTS CONCERNINGEMPLOYER SECURITIES, AS REQUIREDBY FEDERAL LAW

Your Rights Concerning Employer Securities

This section informs you of specific rights that you haveunder Federal law concerning investments in employersecurities (company stock). Because you may now or inthe future have investments in the company stock (i.e.,

GM common stock held through the GM Common StockFund) under the applicable GM Savings Plans, youshould take the time to read this notice section carefully.

The GM Savings Plans must allow you to elect to moveany portion of your account that is invested in companystock from that investment into other investment op-tions. This right extends to all of the company stockheld under the GM Savings Plans. In deciding whetherto exercise this right, you will want to give careful con-sideration to the information below that describes theimportance of diversification. All of the investment op-tions under the applicable GM Savings Plans that arecurrently available to you for new investments areavailable if you decide to diversify out of companystock.

Please note that Federal law requires the GM SavingsPlans to provide you with this notice of your rights con-cerning company stock under the applicable GM Sav-ings Plans. The GM Savings Plans do not currentlyrestrict your ability to diversify out of company stock.

The Importance of Diversifying Your RetirementSavings

To help achieve long-term retirement security, youshould give careful consideration to the benefits of awell-balanced and diversified investment portfolio.Spreading your assets among different types of invest-ments can help you achieve a favorable rate of return,while minimizing your overall risk of losing money.This is because market or other economic conditionsthat cause one category of assets, or one particularsecurity, to perform very well often cause another assetcategory, or another particular security, to performpoorly. If you invest more than 20% of your retirementsavings in any one company or industry, your savingsmay not be properly diversified. Although diversifica-tion is not a guarantee against loss, it is an effectivestrategy to help you manage investment risk.

In deciding how to invest your retirement savings, youshould take into account all of your assets, including anyretirement savings outside of the GM Savings Plans. Nosingle approach is right for everyone because, amongother factors, individuals have different financial goals,different time horizons for meeting their goals, anddifferent tolerances for risk. Therefore, you should care-fully consider the rights described in this notice and howthese rights affect the amount of money that you investin company stock through the GM Savings Plans.

It is also important to periodically review your invest-ment portfolio, your investment objectives, and the in-vestment options available to you under the GMSavings Plans to help ensure that your retirement sav-ings will meet your retirement goals.

If you have any questions about your rights under thisFederal law, including how to make an election to di-

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versify out of employer securities, please accessgmbenefits.com, or call the GM Benefits & ServicesCenter at 1-800-489-4646.

MISCELLANEOUS INFORMATIONABOUT ACCOUNT VALUATION

Your investment in the GM Common Stock Fund or anycollective investment trust or commingled fund or poolis expressed in terms of units. Your investment in eachmutual fund is expressed in terms of shares.

For a Fund that is a collective investment trust or com-mingled fund or pool, any net income and realized andunrealized gains or losses will be retained in that Fundand will be reflected in the unit values of that Fund.There is no distribution of income, dividends or capitalgains to holders of such Fund units, and such items arereflected in the unit value of that Fund. If there are divi-dends in the GM Common Stock Fund—whether theyare reinvested or distributed in the form of cash—thevalue of the dividends will not be reflected in thatFund’s unit values. Dividends on GM’s common stockhave been suspended as of July 15, 2008. See also“Withdrawals and Distributions—ESOP DividendDistribution”.

The number of units/shares credited to your accountdepends on the amount of your contributions, dividendsand earnings (if any), and the purchase price of a unit/share in the investment option. The daily value of youraccount is determined by multiplying the number ofunits/shares of each investment option in your accountby its respective current unit value (net asset value). Youmay obtain the value of your account as of the close ofbusiness on the prior business day by accessinggmbenefits.com or by calling the GM Benefits & Serv-ices Center at 1-800-489-4646.

FUND EXCHANGES

Subject to the excessive trading policy described below,all, or part, of your assets may be exchanged, in 1% in-crements or whole dollar amounts, between any of theinvestment options offered under the GM Savings Plans.An exchange must consist of assets having a CurrentMarket Value of at least $250, or, if less, all the assets inthe fund. There is no charge or fees for your exchangingassets except that certain investment options may im-pose a redemption fee on your exchange if you heldthat investment for less than a stated period (this fee ispaid to the fund). These fees for the mutual funds aredisclosed in the individual mutual fund prospectusesand these fees for the non-mutual fund investment op-tions and the GM Common Stock Fund, are disclosedboth herein and in the quarterly Performance Summary,constituting part of this Prospectus, and are available toyou with each quarterly account statement, or in addi-tional information, constituting part of this Prospectus,otherwise provided to you.

The GM Common Stock Fund is currently closed to newinvestments, and exchanges into the GM CommonStock Fund are currently not permitted. See “AdditionalInformation Specific to the GM Common Stock Fund”under “Description of Investment Options—GeneralMotors $1-2/3 Par Value Common Stock Fund” forimportant additional information.REFER TO THE SECTION TITLED “THE GM SAVINGSPLANS—GM BENEFITS & SERVICES CENTER” EARLIERIN THIS PROSPECTUS FOR INFORMATION REGARD-ING THE RESERVATION OF THE RIGHT TO MODIFYOR SUSPEND CONTRIBUTIONS, REDEMPTIONSAND EXCHANGES. NEITHER GM, PROMARKINVESTMENT ADVISORS, PROMARK TRUST BANK,THE OTHER FUND MANAGERS, THE INVESTMENTADVISORS NOR THE TRUSTEE SHALL BE RESPON-SIBLE FOR ANY ECONOMIC IMPACT (INCLUDINGCHANGE IN MARKET VALUE) RESULTING FROMANY SUCH SUSPENSION OR MODIFICATION.Subject to the excessive trading policy described below,you may exchange assets on any Business Day by call-ing the GM Benefits & Services Center at1-800-489-4646 or by processing your exchange onlineat gmbenefits.com. Your election to exchange assetswill become irrevocable and will be effective as of theclose of business of the NYSE, normally 4:00 p.m. (E.T.),on the Business Day the election is received and con-firmed by the GM Benefits & Services Center. If yourexchange of assets request is received and confirmed bythe GM Benefits & Services Center after the close ofbusiness of the NYSE, normally 4:00 p.m. (E.T.) on anyBusiness Day, or on a weekend or holiday observed bythe NYSE or on a day when purchases, redemptions orexchanges of your investment option(s) have been sus-pended or restricted, it will become effective on thenext Business Day. Your exchange of assets will beprocessed at the fund’s closing price on the BusinessDay as described above.As described below, an excessive trading policy thatincludes a monitoring process based upon the conceptof a “roundtrip transaction” within an investment optionis currently in place for all investment options in whichexchanges are permitted, with the exception of thePromark Income Fund.Except with respect to the Promark Income Fund, a“roundtrip transaction” occurs when you exchange intoand then out of an investment option within a 30-dayperiod. Please note that systematic contributions andwithdrawals (i.e., regular payroll contributions, loanpayments, hardship withdrawals) as permitted under thePSP or S-SPP, as applicable, do not count as exchangesunder the policy, and only participant-initiated ex-changes in amounts greater than $1,000 per investmentoption are counted.Under the excessive trading policy, you are limited toone roundtrip transaction per investment option within

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any rolling 90-day period, subject to an overall limit offour roundtrip transactions across all investment optionsover a rolling 12-month period. If you effect two round-trip transactions in the same investment option within arolling 90-day period you will be blocked from makingadditional purchases of that investment option for 85days and, during the 12-month period following the endof the 85-day suspension, any additional roundtriptransaction in the same investment option will immedi-ately result in a new 85-day suspension on purchases ofthat investment option.

A restriction is also triggered if you effect four or moreroundtrip transactions (as described above) across allinvestment options that are subject to the excessivetrading policy during any rolling 12-month period. Inthis case, you will be permitted to make exchanges ononly one day per calendar quarter (commencing thecalendar quarter after the block is instituted) for a one-year period. You may select one quarterly exchange dayat your discretion. Once this 12-month exchange limi-tation expires, any additional roundtrip transaction ef-fected in any investment option in the ensuing 12-month period will result in another 12-month limitationof one exchange day per quarter. Participant exchangeseffected on a quarterly exchange day are also subject toany suspension by an investment option of purchases,redemptions and/or exchanges and payment of any ap-plicable redemption fees.

The excessive trading restrictions outlined above do notprohibit you from selling any investment option positionor from effecting an exchange into the Promark IncomeFund. Also, a suspension or restriction, as describedabove, would not affect your ability to make loanrepayments, transact withdrawals from your account,make investment exchanges out of an investment op-tion, or continue to allocate employee contributions toan investment option. In other words, your right to re-deem out of an investment option is not affected by thepolicy, but your ability to make subsequent exchangesinto an investment option may be.

LOANS

You may borrow vested assets from your GM SavingsPlan account once each calendar year. If you are a for-mer employee of GM or a surviving spouse of an em-ployee and you have assets in the GM Savings Plans,you may also borrow from your account. Any electionto obtain a loan is irrevocable as of the close of businessof the NYSE, normally 4:00 p.m. (E.T.) on the BusinessDay received and confirmed by the GM Benefits &Services Center. Additionally, you may not have morethan five loans outstanding at any one time.

Loans are granted in whole dollar amounts, with $1,000as the minimum amount of any loan. Loans are alsogranted for an amount which, when added to the out-

standing balance of all your other Plan loans, is notmore than the lesser of: (1) $50,000, less the highestaggregate outstanding loan balance over the 12-monthperiod preceding your request for such loan; or (2) one-half of the vested assets in your account. Loans havea minimum term of 12 months, with additional incre-ments of 12 months, as you may elect, up to a max-imum of five years (ten years in the event the loan is forthe purchase or construction of your principalresidence). If you are a PSP participant, you may notelect a loan term which would result in weekly repay-ments of less than $10.00. If you are a S-SPP partic-ipant, you may not elect a loan term which would resultin a monthly payment of less than $50.00. Furthermore,while you remain actively employed by GM the max-imum amount available for a loan will be reduced byan amount equal to the outstanding principal and inter-est of any loan defaulted after December 31, 2001, anddeemed a distribution (as described later in this “Loans”section). However, as an active employee of GM youmay repay a loan after it has been declared a deemeddistribution, thus eliminating the restriction on theamount available for any subsequent loan.

Effective January 1, 2009, the S-SPP 1% GM BenefitContribution and the 4% GM Retirement Contributionmade by the Corporation, and any related earningsthereon, will not be available to you for loans until theearlier of your attainment of age 59-1/2 or separationfrom service with GM. This provision does not impactthe 1% GM Benefit or 4% GM Retirement Contributionsmade to your account prior to January 1, 2009.

The interest rate charged on your loan will be the PrimeRate (which means the interest rate reported as the“Prime Rate” in the Eastern Edition of The Wall StreetJournal in the general guide to money rates) prevailingas of the last Business Day of the calendar quarterimmediately preceding the date on which your requestfor the loan is received and confirmed by the GM Bene-fits & Services Center. The interest rate remains fixed forthe duration of the loan.

You may elect, by investment option, which assets areto be liquidated in your account in order to obtain theprincipal amount of the loan. If you make no investmentoption election relative to the assets to be liquidated,the Administrator will process your loan on a pro-ratabasis from each investment option in which you haveassets as determined by a hierarchy pre-established bythe Administrator. No earnings will accrue on the assetsliquidated for your loan. Your loan repayments will bethrough after-tax weekly payroll deductions if you are aPSP participant, and semi-monthly payroll deductions ifyou are a S-SPP participant, except that if you are nolonger an active employee, such repayments must bemade through monthly cash installment payments. Ifyour cash loan repayment is $500 or more, you will be

43

required to remit a Money Order or certified Cashier’sCheck for the amount of your repayment. Your loanrepayments, including principal and interest, are allo-cated to your account in the same investment option(s)elected for payroll contributions to the Plan. If your lastelection on file is for a fund that no longer exists or ac-cepts new contributions, any loan repayments youmake will be invested in the Pyramis Active LifecycleCommingled Pool with a target retirement date (asspecified in the Pool’s name) closest to the year that youwill attain the age of 65 if you are a PSP participant, andthe Pyramis Strategic Balanced investment option if youare a S-SPP participant until you make an election.However, your surviving spouse is ineligible to makethis election and therefore such loan repayments for asurviving spouse will automatically be invested in thePyramis Active Lifecycle Commingled Pool with a targetretirement date (as specified in the Pool’s name) closestto the year that the employee attains the age of 65 if youare a PSP participant, or the Pyramis Strategic Balancedinvestment option if you are a S-SPP participant. Partialand total prepayments on your loans are permitted atany time without penalty.

If you are placed on a disability leave of absence, youmust make installment payments while on such leave.While on layoff, if you are a PSP participant, you cancontinue to make installment payments or elect to sus-pend loan payments for a period of up to 12 months.However, in no event may you have a loan extendedbeyond the maximum loan term of five (or ten) years,except if you are an employee rehired following quali-fied military service.

If you have an outstanding loan and are placed on anunpaid leave of absence from GM (except for militaryservice), you may (1) make monthly payments equal invalue to the payments deducted previously from yourpaycheck, or (2) suspend loan payments for a period ofup to 12 months. However, you can never extend aloan beyond the applicable maximum loan term of five(or ten) years, except for military service.

As an active employee, if you fail to make the requiredloan payments and such failure continues beyond thecalendar quarter following the calendar quarter inwhich a required payment was due, your loan will bedefaulted and you will be deemed to have received adistribution in an amount equal to the sum of the out-standing principal and accrued interest. Prior to a loandefault, you will be notified and provided an oppor-tunity to repay your loan. While an active employee,you will still be required to repay the loan by payrolldeduction or money order directly to the GM Benefits &Services Center, and you will not be relieved of the li-ability to repay such loan.

Additionally, if you are actively employed and have de-faulted on a previous loan, and you take or have taken a

new loan after December 31, 2003, the new loan will bepayable in full upon your retirement or termination. Fail-ure by you to repay such a loan in full will result in theoutstanding loan balance being deemed as a distribution.

If your employment terminates (including termination dueto death or retirement), or you are a surviving spouse, andyou have an outstanding loan and you request a total set-tlement of your account, you shall be deemed to haveelected a withdrawal equal to the sum of (1) the assets inyour account, (2) the remaining outstanding principalamount of the loan, and (3) accrued interest thereon.

In the event you fail to make the required loan paymentsand such failure continues beyond the last day of thecalendar quarter following the calendar quarter in whicha required payment was due, then your loan shall be de-faulted as of such last day and you will be considered tohave received an actual distribution in an amount equalto the sum of the outstanding principal and accruedinterest. Prior to your loan being considered to be in de-fault, you will be notified. Also, if you are a terminatedparticipant, you may not repay a defaulted loan.

Electronic Loan Payment

Electronic Loan Payment service allows you to makeloan payments electronically by transferring funds fromyour personal bank account directly to your account. Ifyou are an active participant, you may use this serviceto make additional loan payments and full loan payoffs.If you are an inactive participant, you may use this serv-ice as an alternative to loan coupons. To take advantageof this convenient repayment method, log on togmbenefits.com, select “Loans”, then select “ElectronicPayments”. You may also call the GM Benefits & Serv-ices Center at 1-800-489-4646 for assistance.

WITHDRAWALS AND DISTRIBUTIONS

You may withdraw vested assets from your account ona daily basis, subject to the following provisions:

(1) Prior to receiving a withdrawal of pre-tax DeferredSavings and after-tax Roth Savings Assets, you mustwithdraw all available After-Tax Assets, includingearnings thereon.

(2) Deferred and Roth Savings Assets may be with-drawn, subject to the provision outlined in (1)above, at any time after you attain age 59-1/2 orprior to you attaining age 59-1/2 because of termi-nation of employment, retirement, death, Total andPermanent Disability, or Financial Hardship. “Totaland Permanent Disability” means you are currentlyeligible for a benefit under the General MotorsHourly-Rate Employees Pension Plan, or SalariedRetirement Program, because of Total and Perma-nent Disability or you would be eligible for such abenefit except you do not have ten years of creditedservice.

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The term “Financial Hardship” means a reason givenby you when you apply for a withdrawal of assetsbefore attaining age 59-1/2 which indicates thewithdrawal is (1) necessary to meet your immediateand substantial financial needs, (2) for an amountrequired to meet the immediate financial needscreated by the hardship, and (3) for an amount that isnot reasonably available from your other resources.The reason you provide to claim a FinancialHardship must be a reason permitted under existingIRS regulations and rulings in effect at the time of theFinancial Hardship withdrawal and is limited to:

(a) Purchase or construction of your principal resi-dence (excluding mortgage payments);

(b) Payment of expenses to prevent foreclosure onyour principal residence or to prevent evictionfrom your principal residence;

(c) Payment of tuition for the next 12 months ofpost-secondary education for you, your spouse,or your dependent(s);

(d) Payment of medical expenses previously in-curred or necessary to obtain medical care foryou, your spouse, or your dependent(s);

(e) Payment of funeral expenses for your deceasedparents, spouse, children, or dependent(s);

(f) Payment of expenses for repairs to your princi-pal residence due to casualty loss; or

(g) Any other reason acceptable under publishedIRS regulations and rulings in effect at the timeof the Financial Hardship withdrawal.

The amount of assets that may be withdrawn for a Finan-cial Hardship is limited to the lesser of the total amountof pre-tax and Roth Savings in your account or the ac-tual amount required to meet the Financial Hardship,including expenses to cover reasonably anticipatedtaxes and early withdrawal penalties. Assets are dis-tributed to you for a Financial Hardship in the form ofcash. Any withdrawal from the GM Savings Plans forFinancial Hardship will be limited to the amount ofyour pre-tax and Roth Savings. Earnings on your pre-taxand Roth Savings are not available for a Financial Hard-ship withdrawal. In addition, before you may withdrawassets for a Financial Hardship, you must take all avail-able asset distributions (including ESOP dividend dis-tributions, withdrawals, and loans) under all applicableplans maintained by General Motors for you.

Once you receive a Financial Hardship withdrawal youwill be suspended from contributing to the GM SavingsPlans for a 6-month period following such FinancialHardship withdrawal.

Effective January 1, 2009, the S-SPP 1% GM BenefitContribution and the 4% GM Retirement Contribution

made by the Corporation, and any related earnings, willnot be available for withdrawal until the earlier of yourattainment of age 59-1/2 or separation from service withGM. This provision does not impact the 1% GM Benefitor 4% Retirement Contributions made to your accountprior to January 1, 2009.

When you take a withdrawal or distribution from youraccount, your assets are settled in cash. For assets in theGM Common Stock Fund only, you may choose to re-ceive cash or a stock certificate. Any fractional sharewill be paid in cash. Any election to withdraw assets isirrevocable as of the close of business of the NYSE,normally 4:00 p.m. (E.T.) once received and confirmedby the GM Benefits & Services Center.

In addition, upon your death, assets in your accountwill be distributed as set forth in the Section entitled“Miscellaneous - Designation of Beneficiaries.”

In the event of termination, or partial termination, of bothor either of the GM Savings Plans without establishmentof a successor plan, General Motors may direct theTrustee to continue to administer the applicable trustfund and pay account balances upon termination of em-ployment from General Motors by all participating em-ployees until the applicable trust fund has beenliquidated, or General Motors may distribute all assets inthe applicable trust fund in a lump sum to participants inproportion to their respective account balances.

REFER TO THE SECTION TITLED “THE GM SAVINGSPLANS—GM BENEFITS AND SERVICES CENTER”EARLIER IN THIS PROSPECTUS FOR INFORMATIONREGARDING THE RESERVATION OF THE RIGHT TOMODIFY OR SUSPEND CONTRIBUTIONS, REDEMP-TIONS AND EXCHANGES. NEITHER GM, PROMARKINVESTMENT ADVISORS, PROMARK TRUST BANK, THEFUND MANAGERS, THE INVESTMENT ADVISORS NORTHE TRUSTEE SHALL BE RESPONSIBLE FOR ANY ECO-NOMIC IMPACT (INCLUDING CHANGE IN MARKETVALUE) RESULTING FROM ANY SUCH SUSPENSIONOR MODIFICATION.

ESOP Dividend Distribution

You have the option to receive a cash payment of quar-terly dividends, if any, from the GM Common StockFund held in the ESOP portion of the GM Savings Plans.If you make an election through the GM Benefits &Services Center, ESOP dividends, if any, will be dis-tributed directly to you rather than being reinvested inthe GM Common Stock Fund. You may elect to receive(a) 100% of such ESOP dividends in cash, or (b) 50% ofsuch ESOP dividends in cash and reinvest the remainderin the GM Common Stock Fund. Your election willremain continuously in effect until changed by you. Ifyou would like to change your election, call the GMBenefits & Services Center any time; however, the elec-tion in effect as of 4:00 p.m. (E.T.) on the 10th Business

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Day before the dividend payment date determines howyour ESOP dividends will be paid. If you have not madean election, ESOP dividends, if any, automatically willbe reinvested in the GM Common Stock Fund.

The dividend on GM’s common stock is reviewed quar-terly by the GM Board of Directors, and the dividenddeclared is based, among other factors, upon GM’s futureearnings and financial requirements. Dividends on GM’scommon stock, historically paid once each calendarquarter (March, June, September and December), havebeen suspended as of July 15, 2008.

Termination of Employment

In regard to settlement of assets upon your terminationof employment with General Motors, the following pro-visions will apply:

If the value of your vested assets is not greater than$1,000, you will receive a distribution of the entireamount of such assets not later than 60 days followingthe month in which your termination of employmentfrom GM occurs.

If you terminate employment from the Corporation forany reason and your account is greater than $1,000, youmay continue to leave all assets credited to your accountin the GM Savings Plans. As long as you have assets, youmay (1) exchange assets among the various investmentoptions, (2) borrow against your assets pursuant to theapplicable provisions, and (3) elect to withdraw all, orpart, of the assets in your account at any time. The Dateof Valuation for your transaction is the Business Day onwhich your request is received and confirmed by the GMBenefits & Services Center as long as such request is re-ceived and confirmed before the close of business of theNYSE, normally 4:00 p.m. (E.T.). If your request is re-ceived and confirmed after the close of business of theNYSE, or on a weekend or holiday observed by the NYSEor on a day when purchases and redemptions from yourfund(s) have been suspended or restricted, your Date ofValidation will be on the next Business Day.

In addition, you have the opportunity to receive install-ment payments each calendar month, calendar quarter,semi-annually, or on an annual basis. These pay-ments must be in whole dollar amounts with $100established as the monthly minimum. For both PSP andS-SPP participants, installment payments may bechanged at any time by calling the GM Benefits & Serv-ices Center.

If, at the time of your death, you have an installmentpayment election in effect such installments will con-tinue until your spousal beneficiary elects otherwise.

Also, as a terminated participant, any assets remainingin your account after you attain age 70-1/2 are subjectto Federal minimum annual distribution requirements.As a result, partial distribution of your account will be-

gin not later than April 1 of the calendar year followingthe calendar year in which you attain age 70-1/2 andwill be made annually thereafter. However, minimumannual distributions required under this paragraph shallnot be made for calendar year 2009 as a result of theWorker, Retiree, and Employer Recovery Act of 2008. Ifyou die and your spousal beneficiary elects to keepyour account assets in the GM Savings Plans, your sur-viving spouse will be deemed to have attained age 70-1/2 on the date you would have attained such age. Ifyour surviving spouse has not withdrawn all the ac-count assets by the date you would have attained age70-1/2, legally required minimum annual distributionswill begin to be paid to your spouse from the account.

If a distribution is generated for you and you did notrequest a distribution of assets, such assets will be dis-tributed in cash and federal income tax will be with-held.

If you request a distribution of assets, such assets will bedistributed as you elect.

In addition, if you terminate employment with less thanthree years of Credited Service, or a three year Period ofService, at the Effective Date of Termination, any PSP orS-SPP Corporation Contributions and earnings thereonnot vested are forfeited. The term “Effective Date ofTermination” means the Business Day, or, if after 4:00p.m. (E.T.), the next Business Day following your termi-nation of your employment with GM as determined byGM.

If you have terminated employment, and again becomeeligible to participate in the GM Savings Plans, you mayhave any forfeited Corporation Contributions related tothe termination automatically restored, provided yournumber of consecutive one-year breaks-in-service fol-lowing termination is less than five years. Any restoredGM contributions that were not vested on the date ofyour termination of employment with GM vest in ac-cordance with the applicable GM Savings Plan provi-sions.

Distribution for Active Employees that Attain Age 70-1/2

If you attain age 70-1/2 and you have not terminatedemployment with General Motors, annual required dis-tributions will begin following your termination of em-ployment with General Motors.

Undeliverable Assets

In the event a distribution of assets to you or yourbeneficiary cannot be made because the identity orlocation of you or your beneficiary cannot be de-termined after reasonable efforts, and if your assets re-main undistributed for a period of one year from theprocessing date, the undistributed assets will be re-turned to the applicable GM Savings Plan, and liqui-

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dated. All liability for payment of your undistributedassets will then terminate; provided, however, in theevent the identity or location of you or your beneficiaryis later determined, the value of the assets as of theoriginal processing date will be paid from theapplicable GM Savings Plan, to you or your beneficiaryin a single lump-sum. No earnings or dividends will bepaid on your assets after the original processing date.Any assets so liquidated and not eventually paid to youor your beneficiary will be applied to reduce GM con-tributions and/or administrative expenses.

Distribution Upon Sale of Subsidiary or Assets

Participants who continue employment following thesale of their General Motors employing location mayreceive a distribution of all assets in their account, sub-ject to the terms of the applicable GM Savings Plan.

TRUST-TO-TRUST TRANSFERS

The Administrator may direct the Trustee to accept all ofyour funds transferred from a similar qualified plan, ormay request the Trustee to transfer all of your funds to asimilar qualified plan, provided such other qualifiedplan (1) is maintained by an employer which is a mem-ber of GM’s controlled group of corporations, and (2)permits such transfers (e.g., a transfer from the S-SPP tothe PSP and vice versa), or (3) with respect to the PSP, isa plan maintained by Delphi Corporation. Accountswith outstanding loans may be transferred. Any fundstransferred will be accompanied by instructions fromthe Trustee setting forth your information specific toyour account including the assets that are being trans-ferred, and identifying the source of such accumulatedfunds.

If you are a PSP participant, no transfer to the PSP maybe made by you if the transferring plan provides, or atany time provided, benefits through an alternative formof distribution, including annuities, which are not avail-able under the PSP.

If you are a S-SPP participant, no such trust-to-trusttransfers may be executed until you consent to such atransfer and all of your account assets are fully vested.No GM matching contributions are credited on any as-sets transferred to the S-SPP.

ROLLOVER CONTRIBUTIONS FROM OTHER PLANS

Once you are eligible to participate in the applicableGM Savings Plan, you are permitted to make a rollovercontribution of an amount not exceeding the taxableportion of cash proceeds received from a traditionalIndividual Retirement Account (“IRA”). Also, you maymake a rollover contribution of the taxable and/ornontaxable cash proceeds received from anothereligible retirement plan, including a direct roll-overfrom a Roth 401(k) plan to the Roth Savings portion of

the applicable GM Savings Plan. An “eligible retirementplan” includes a plan qualified under Section 401(a) ofthe Code, including a 401(k) plan, a Roth 401(k) plan,profit sharing plan, defined benefit plan, stock bonusplan, and money purchase plan; a Section 403(a)annuity plan; a Section 403(b) tax sheltered annuity;and an eligible Section 457(b) plan maintained by agovernmental employer. Additionally, cash proceedsreceived under a Qualified Domestic Relations Orderfrom any of the plans described above may be rolledover. These rollover contributions must be made (1) bya “direct rollover”, or (2) within 60 days from the dateyou receive a distribution. Such rollovers will beinvested in accordance with the election you have onfile at the time of the rollover. If no election is on file foryou, rollover contributions will be invested in thePyramis Active Lifecycle investment options if you are aPSP participant and the Pyramis Strategic Balancedinvestment option if you are a S-SPP participant.

GM matching contributions are not credited on anyrollover contributions.

TAX CONSIDERATIONS

General

The GM Savings Plans have been determined by theInternal Revenue Service to be tax-qualified employeebenefit plans, meeting the requirements of the Code.Each trust fund established under the PSP and the S-SPPhas been determined to be exempt from United StatesFederal income taxes.

The following comments are based on the Code andregulations, rules and interpretations thereunder in effecton the date of this Prospectus. Inasmuch as the terms ofthe PSP or S-SPP, as applicable, and the rules containedin the applicable provisions of the Code are quitetechnical, the following statements are necessarily onlyvery general in nature. Statutory provisions are, ofcourse, subject to change, and their application mayvary in individual circumstances. It is recommended thatyou discuss individual tax matters regarding the federal,state or foreign tax aspects of your participation in thePSP or S-SPP with a tax advisor.

Contributions to the PSP and S-SPP

United States Federal income tax consequences canhave an important bearing on your decision as towhether to participate in the pre-tax Deferred Savings,after-tax Roth Savings, and/or the After-Tax Savings fea-tures of the PSP and S-SPP. Pre-tax Deferred Savingscontributions reduce your income currently subject toFederal income taxes but are subject to such taxes whenwithdrawn or distributed. After-tax Roth Savings con-tributions do not reduce your income currently subjectto Federal income taxes. Roth Savings contributions andrelated earnings may be withdrawn or distributed taxfree if such withdrawals or distributions are “qualified”

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(see “Withdrawals and Distributions of Roth Savings”).After-Tax Savings contributions do not reduce your in-come currently subject to Federal income tax, and aretaxed under special rules when withdrawn or dis-tributed (see “Withdrawals and Distributions WhileEmployed by GM” below for a description of the rules).

GM S-SPP Enhanced Variable Pay Plan payout con-tributions, and Flex Payment contributions made on apre-tax basis, as well as earnings credited to your ac-count, are not subject to Federal income taxes prior todistribution or withdrawal.

In specific situations, if you are age 50 or over by the endof 2009, you may be eligible to make additional pre-taxand/or Roth after-tax catch-up contributions of up to$5,500 in 2009. Your total combined pre-tax and Rothcatch-up contributions cannot exceed $5,500 in 2009.

PSP Contribution Limitations

The total combined annual amount of your pre-tax De-ferred Savings and your after-tax Roth Savings con-tributed to the PSP, will be limited to $16,500 during2009. This amount may be adjusted for subsequent cal-endar years when required by law.

Your After-Tax Savings contributions are not subjectto the limitations described above; however, the limi-tations described below may apply to such contributions.

Pre-tax and Roth Savings and After-Tax Savings are sepa-rately subject to certain non-discrimination tests whichare designed to prevent discrimination within the PSP infavor of employees in upper income levels. Accord-ingly, contributions may be limited for “highly compen-sated” employees participating in the PSP. The par-ticipating “highly compensated” employees (generallyemployees earning more than $110,000 indexed forinflation), may have their contribution percentage re-duced below the level they elect, depending upon thelevel of contributions made by “non highly compen-sated” employees. If you are affected, your contributionpercentage will be reduced.

In addition, your contributions may be limited underother tax law limitations. First, the amount of your com-pensation that may be taken into account under the PSPis limited to $245,000 in 2009 (this amount may be ad-justed periodically for subsequent calendar years as pro-vided for by law). Second, the annual amount ofcontributions to General Motors tax-qualified retirementplans is limited to $49,000 in 2009. Contributions sub-ject to this limit include your pre-tax Deferred Savings,after-tax Roth Savings, your After-Tax Savings, GM con-tributions and General Motors and employee con-tributions to the Income Security Plan for Hourly-RateEmployees. In the event you are not age 50 and yourcontributions exceed these limitations, any amount inexcess will be returned to you.

If you are age 50 or over by the end of 2009, you may beeligible to make an additional $5,500 catch-up con-tribution in 2009, provided you are subject to a specificlimitation. The 2009 limitations above which catch-upcontributions may be made include the $16,500 com-bined contributions limit on pre-tax and Roth con-tributions, the limitations on highly compensatedemployees, the $49,000 limitation on annual contribu-tions, and the 60% limitation on Plan contributions.

S-SPP Contribution Limitations

The total combined annual amount of pre-tax DeferredSavings and after-tax Roth Savings contributions youmay make to the S-SPP is limited to $16,500 during2009. This amount may be adjusted for subsequentcalendar years, as provided by law. Your after-taxRegular Savings contributions are not taken intoaccount for this limitation. Further, if you are a “highlycompensated” employee (generally an employeeearning more than $110,000, indexed for inflation)participating in the S-SPP, your Deferred Savings and/orRoth Savings contributions may be limited to complywith another Federal tax law limit. If you are a “highlycompensated” employee who chooses to participate inthe Deferred Savings and/or Roth Savings features of theS-SPP, you will be subject to limitation testing and mayhave your contribution percentage reduced below thelevel you chose, depending upon the level ofcontributions made by “nonhighly compensated”employees. If you are affected, your contributions willbe reduced and you will be notified as soon aspracticable.

Regular Savings contributions and GM matching con-tributions are separately subject to the limitation testingmentioned above. If you are a “highly compensated”employee, your Regular Savings contributions and/orGM matching contributions may be limited to complywith Federal income tax law requirements, dependingupon the level of contributions made by “nonhighlycompensated” employees. If you are affected, your con-tributions will be reduced and you will be notified assoon as practicable.

In addition, your contributions may be limited underother Federal tax law limitations. First, the amount ofyour eligible compensation that may be taken into ac-count under the S-SPP is limited to $245,000 in 2009.After 2009, this annual limit may be indexed for in-flation as provided for by law. Second, the amount ofannual contributions to GM’s tax-qualified retirementplans is limited to $49,000 in 2009. The sum of the fol-lowing contributions are subject to this limit: (1) yourDeferred Savings contributions (including EnhancedVariable Pay Plan contributions and Flex Paymentcontributions), (2) your Roth Savings contributions(3) your Regular Savings contributions, (4) GM matchingcontributions, if any, (5) 1% GM Benefit Contributions

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(if applicable), and (6) 4% GM Retirement Contributions(if applicable). In the event you are not age 50 and yourcontributions exceed these limitations, any amount inexcess of these limitations will be returned to you.

If you are age 50 or over by the end of 2009, you maybe eligible to make up to an additional $5,500 ofcatch-up contributions in 2009 provided you are sub-ject to a specific limitation. The 2009 limitations towhich catch-up contributions are subject include the$16,500 limit on the combined contributions of De-ferred and Roth Savings, the contribution limitations onhighly compensated employees described above, the$49,000 limitation on annual contributions and the50% limitation on S-SPP contributions.

The Internal Revenue Service has determined that De-ferred Savings contributions may be included as“compensation” under a pension plan like GM’s SalariedRetirement Program. Therefore, if you are an activeparticipant in the GM Salaried Retirement Program,benefits will not be reduced by reason of your election tomake Deferred Savings contributions under this Program.

Restrictions on Distributions and Withdrawals

Deferred Savings

Your GM Savings Plan pre-tax Deferred Savings maynot be withdrawn or distributed earlier than upon theoccurrence of one of the following events: your reach-ing age 59-1/2, retirement, death, Total and PermanentDisability, separation from employment with GM,Financial Hardship, or termination of the Plan. Thus,during your active employment with General Motors,withdrawals of your pre-tax Deferred Assets are permit-ted any time after age 59-1/2, or for a Financial Hard-ship as covered under the terms of the Plan.

Distributions of Deferred Savings are taxable, and a10% additional tax may apply to you if you are underage 59-1/2.

Additional Information Relating to Deferred SavingsYour GM Savings Plan Deferred Savings contributionsrepresent (1) contributions in lieu of eligible earnings oreligible salary, (2) S-SPP contributions in lieu of a cashpayout from the Enhanced Variable Pay Plan, (3) S-SPPcontributions in lieu of a Flex Payment, and/or(4) contributions, including any catch-up contributions,through a salary or payroll reduction arrangement, all inaccordance with Section 401(k) of the Code. This hasthe effect of reducing your current income subject toFederal income taxes. Deferred Savings contributionsare subject to Social Security taxes. As a result, yourparticipation in the Deferred Savings feature of the PSPand S-SPP does not cause a reduction in your earningssubject to Social Security taxes. Deferred Savingscontributions are subject to more restrictive withdrawalrequirements than after-tax contributions. A descriptionof these restrictions appears above.

Roth Savings

Your GM Savings Plan after-tax Roth Savings con-tributions represent contributions, including anycatch-up contributions, pursuant to Section 402A of theCode, and will be accounted for in a designated Rothaccount to separately track your Roth contributions,allocable earnings, and tax basis. Your Roth Savings willbe subject to Federal income taxes and Social Securitytaxes. A “qualified” distribution of your Roth Savingscontributions and any earnings thereon will not be sub-ject to taxation. A “qualified” distribution is described inthe following paragraph.

Distributions of Roth Savings will be from your desig-nated Roth account and for tax purposes will not beaggregated with a distribution of any other of yourassets. Under Federal income tax law, you may be enti-tled to a tax-free “qualified” distribution of your RothSavings provided the following criteria are met: (1) youattain age 59-1/2, die, or become disabled, and (2) fivetaxable years have lapsed since your first Roth Sav-ings contribution. “Qualified” Roth distributions are notincludable in gross income and are not subject tothe 10% additional tax that typically applies topre-retirement distributions. If you are under age 59-1/2and/or your Roth Savings contributions have not re-mained in the PSP or S-SPP for five taxable years sinceyour first Roth contribution (i.e. a “nonqualified”distribution), a portion of any distribution of Roth Sav-ings will be included in your gross income, and the10% additional tax may apply.

In the case of a tax-free “qualified” Roth Savings dis-tribution that includes GM common stock, your tax ba-sis in the underlying GM common stock received is thefair market value at the time of distribution. This is thetax basis that applies in a subsequent disposition of yourstock. In the case of a taxable “nonqualified” dis-tribution, the stock will be valued at the lower of cost ormarket value at the time of distribution (any net unreal-ized appreciation will not be included) and this valuewill be your tax basis in a subsequent disposition ofyour stock.

Distributions Before Age 59-1/2

A 10% additional tax will apply to your GM SavingsPlan withdrawal and distribution if you are under age59-1/2. The 10% additional tax does not apply to atax-free rollover or direct rollover to a traditional IRA, aRoth IRA, or another eligible retirement plan, includinganother Roth 401(k) plan that accepts such rollovers.Also, the additional tax does not apply to the non-taxable portion of your distribution or withdrawal or tothe taxable portion if you (1) retire (or terminate youremployment with GM) during or after the calendar yearin which you attain age 55, (2) use the money dis-tributed or withdrawn to pay deductible medical ex-penses, (3) are required to withdraw pre-tax Deferred or

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Roth Savings for payment to an alternate payee under a“Qualified Domestic Relations Order,” (4) die or be-come disabled, (5) initiate a “direct rollover” to an IRAor another qualified plan, (6) initiate a tax-free rolloverto an IRA, a Roth IRA, or another qualified plan (as dis-cussed above), (7) comply with a federal tax levy, or (8)terminate employment with General Motors and receivea series of substantially equal periodic payments, atleast annually, made for your life and such paymentscontinue for five years or until you attain age 59-1/2,whichever is later.

S-SPP Withdrawals and Distributions While Employedby GM

If you make a withdrawal of After-Tax Savings, or GMcontributions, or a “nonqualified” withdrawal of RothSavings, while still employed by GM and the speciallump-sum treatment referred to in the following sectionis not applicable, all or a portion of the withdrawal maybe taxable at ordinary income rates and a 10% addi-tional tax may apply. For this purpose, if you receive adistribution of GM common stock attributable to GMmatching contributions, the GM common stock dis-tributed will be valued at the market price on the deliv-ery date. If you receive a distribution of GM commonstock attributable to your Regular Savings or Roth Sav-ings contributions, the GM stock distributed will be val-ued at the lower of cost to the Trustee or market priceon the delivery date (any net unrealized appreciationwill not be included).

The basis recovery rules by which you recover yourafter-tax contributions from the S-SPP are as follows:The amount of your remaining after-tax Regular Savingscontributions as of December 31, 1986 (if any) may berecovered tax-free at any time. Thereafter, amounts willbe distributed from (1) your post-1986 after-tax RegularSavings contributions and all earnings thereon (taxableonly to the extent the distribution represents a pro-ratareturn of earnings), and/or (2) GM contributions and allyour pre-tax contributions and earnings thereon (fullytaxable). For Roth Savings that are separately accountedfor, a “qualified” distribution of your Roth Savings (andrelated earnings) will be tax-free. A “nonqualified” dis-tribution of your Roth Savings (for example, where con-tributions have not been in the S-SPP for more than fiveyears) will result in taxable income equal to the portionof the distribution attributable to the earnings on yourRoth contributions.

Distributions Upon Retirement or Other Terminationof Employment With General Motors

If you are over age 59-1/2 and during one taxable yearall the assets in your account are distributed to youupon retirement, Total and Permanent Disability, sepa-ration from service, or to your beneficiary upon your

death, the taxable income realized on the lump-sumdistribution is equal to the value of the lump-sum dis-tribution less your tax basis.

A special rule will apply if you take a lump-sum dis-tribution and you were at least age 50 on or before Jan-uary 1, 1986. Under the special rule, you may make aone-time election at any age to have the lump-sum dis-tribution taxed under the ten-year income averagingprovisions of the law in effect before 1987 using 1986tax rates.

If you receive a withdrawal or distribution, and areotherwise eligible, you can accomplish a regular tax-freerollover into a traditional IRA, a Roth IRA, or anothereligible retirement plan. Alternatively, you may elect adirect rollover to a traditional IRA, a Roth IRA, or anothereligible retirement plan, and thereby postpone receipt oftaxable income (if any) until distributions are receivedfrom the IRA, Roth IRA, or the other plan. An “eligibleretirement plan” includes a plan qualified under Section401(a) of the Internal Revenue Code, including a 401(k)plan, profit sharing plan, defined benefit plan, stock bo-nus plan, and money purchase plan; a Section 403(a)annuity plan; a Section 403(b) tax sheltered annuity; andan eligible Section 457(b) plan maintained by a gov-ernmental employer. A tax-free rollover must be madenormally within 60 days after you receive the dis-tribution. Both the taxable and nontaxable (Roth andafter-tax contributions) amounts of a distribution may berolled over. Any taxable amount rolled over into a tradi-tional IRA is taxable as ordinary income when payment issubsequently made under the IRA.

For Roth Savings that are separately accounted for, a“qualified” distribution of your after-tax Roth contri-butions (and related earnings) will be tax-free. A“nonqualified” distribution of your after-tax Roth con-tributions (for example, where they have not been in thePlan for more than 5 years) will result in taxable incomeequal to the portion of the distribution attributable tothe earnings on your Roth contributions.

An eligible rollover distribution from your designatedRoth account may be rolled over to another plan’s des-ignated Roth account or a Roth IRA. If your Roth Sav-ings are to be rolled over to another plan’s Roth accountestablished for you, the funds can not be distributed toyou; the rollover must be accomplished through a directrollover. If your Roth Savings are distributed to you, youcan rollover the amount to a Roth IRA within 60 days.

A tax-free rollover must be completed within 60 daysafter receipt of the distribution. If you roll over less thanthe total taxable amount of your distribution, theremaining taxable amount is considered ordinary in-come. If you are interested in a tax-free rollover or a“direct rollover” you should plan in advance with yourinvestment, tax, or legal advisors. If you are considering

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a tax-free rollover or a “direct rollover” you should referto the section entitled “Rules on Income Tax With-holding and Direct Rollovers” for important informationrelated to the 20% Federal income tax withholding rulesand the “direct rollover” rules.

Loans

If you are an active employee and you default on a loan,a deemed distribution will occur in the amount equal tothe remaining outstanding loan balance (includinginterest), and will result in a taxable distribution if thedeemed distribution includes amounts other thanamounts attributable to your after-tax contributions. Inaddition, should the default occur before you reach age59-1/2, the 10% additional early distribution tax mayapply. You will be provided the opportunity to repay thedefaulted loan, and to the extent you repay an amountattributable to after-tax contributions, your tax-basis willincrease, thereby reducing the taxable amount of futuredistributions.

If you are a former employee (retired or separated) or asurviving spouse and you default on a loan, a deemeddistribution will occur in the amount equal to the re-maining outstanding loan balance (including interest).This will result in a taxable distribution equal to theexcess of the value of the distribution above yourafter-tax contributions not previously distributed. Youwill not be permitted to repay your defaulted loan.

Consumer interest paid on PSP or S-SPP loans is notdeductible for income tax purposes.

Rules on Income Tax Withholding and Direct Rollovers

Federal income tax will be withheld at a mandatory rateof 20% on the taxable amount of withdrawals and dis-tributions that are eligible to be, but are not, directlyrolled over at your direction to a traditional IRA, a RothIRA, or another eligible retirement plan, including aRoth 401(k) plan account.

A withdrawal of pre-tax Deferred or Roth Savings for aFinancial Hardship is not eligible to be rolled over to atraditional IRA or Roth IRA, or another eligible retire-ment plan. As a result, such withdrawals will not besubject to the mandatory 20% withholding on the tax-able amount.

Current rollover rules permit a “direct rollover” whichallows for the taxable and nontaxable amounts of with-drawals and distributions to be rolled over directly into(1) a traditional IRA (or in the case of Roth Savings, theymay only be rolled over to a Roth IRA) or (2) anothereligible retirement plan (or in the case of Roth Savings,they may only be rolled over to another eligibleemployee’s Roth 401(k) plan account), except the fol-lowing may not be rolled over: (a) required minimumannual distributions after age 70-1⁄2, (b) substantially

equal installment payments that are payable for ten ormore years, and (c) a hardship withdrawal. You canmake an irrevocable election to have all or any taxableor nontaxable portion of a withdrawal or distributionfrom the PSP or S-SPP, as applicable, paid in a directrollover to a traditional IRA (or Roth IRA, if applicable)or another eligible retirement plan, (including a Roth401(k) plan account, if applicable). If available, anysuch withdrawal or distribution that is paid directly to atraditional IRA (or Roth IRA, if applicable), or anothereligible retirement plan, including a Roth 401(k) planaccount, in a direct rollover, is exempt from the 20%Federal income tax withholding requirement.

Further, the taxable portion of minimum annual dis-tributions, hardship withdrawals, and installment pay-ments described above are subject to Federal incometax withholding unless you affirmatively elect not tohave withholding apply to the distribution. In these cas-es, absent such an election, Federal income tax will bewithheld on the estimated taxable amount of the dis-tribution.

ESOP Dividends

If you choose to receive ESOP dividend payments fromthe GM Common Stock Fund, such dividends, if any, aretaxable income when received. However, ESOP dividendpayments are not subject to Social Security taxes andthey are not subject to the 10% additional early dis-tribution tax that is usually imposed on certain with-drawals or distributions made before you reach age59-1/2. Cash dividend payments cannot be rolled over toan IRA or another eligible retirement plan.

Miscellaneous

If you realize taxable income as a result of a withdrawalor distribution from the PSP or S-SPP, as applicable, orfrom the sale of GM common stock received from thePSP or S-SPP, as applicable, you are responsible for fil-ing the appropriate income tax returns and declarationsof estimated tax and for payment of taxes as required bylaw. You can find more specific information on the taxtreatment of payments from a qualified employer planin IRS Publication 575, Pension and Annuity Income,and IRS Publication 590, Individual RetirementArrangements. These publications are available fromyour local IRS office, on the IRS’s Internet website atwww.irs.gov, or by calling 1-800-TAX-FORM.

For state and local income tax purposes, the tax treat-ment of the PSP or S-SPP, as applicable, may differ fromthe Federal tax treatment described above. Accordingly,the Federal tax benefits may not apply for state and lo-cal tax purposes. You should consult your tax advisorregarding this matter.

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SOURCE OF THE GENERAL MOTORS COMMONSTOCK ACQUIRED FOR THE GM SAVINGS PLANS

The GM common stock acquired by State Street Bankand Trust Company as investment manager of the Gen-eral Motors $1-2/3 Par Value Common Stock Fund maybe obtained by purchases on the open market or ob-tained from General Motors or others by subscription orpurchase. Employee contributions, loan repayments,rollover contributions, exchanges and any GMcontributions used to purchase units in the GM Com-mon Stock Fund are based on the unit values de-termined by State Street Bank and Trust Company astrustee at the close of business on the day the trans-action is reconciled.

EMPLOYEE RETIREMENT INCOME SECURITYACT OF 1974, AS AMENDED

The GM Savings Plans are subject to certain parts of theEmployee Retirement Income Security Act of 1974, asamended. In addition, the GM Savings Plans are subjectto various provisions of the Code.

PSP VOTING OR TENDERING OFGM COMMON STOCK

To the extent it is consistent with ERISA and the Code,State Street Bank and Trust Company as investmentmanager for the GM Common Stock Fund will vote ortender shares equivalent to the current value of the as-sets invested in the GM Common Stock Fund inaccordance with your directions. Before each stock-holder meeting, you will be contacted by mail andasked for directions on how to vote shares equivalent tothe current value of your investment in GM CommonStock. You may specify your direction by telephone, orthrough the Internet or by completing and returning theproxy/voting instruction card that is provided to you bymail. To the extent that it is consistent with ERISA andthe Code, shares held by State Street Bank and TrustCompany as investment Fund manager for which direc-tions are not received will not be voted.

In the event of any tender offer, if you have assets in thePSP invested in the GM Common Stock Fund, you maytender the equivalent current value of these assets inyour account by providing appropriate directions in themanner prescribed by General Motors, at the time ofsuch tender. For tender offers for fewer than 5% of theoutstanding shares of GM, State Street shall determine,in its sole discretion, whether to sell, exchange or trans-fer shares pursuant to such offer.

With regard to voting and tendering of GM CommonStock, the Trustee does not inform General Motors ofyour actions.

S-SPP VOTING OR TENDERING OFGM COMMON STOCK

To the extent it is consistent with ERISA and the Code,State Street Bank and Trust Company as investmentmanager for the GM Common Stock Fund will vote ortender shares equivalent to the current value of yourassets invested in GM common stock in accordancewith your directions. The Trustee will not inform GM ofyour voting or tendering decisions.

Before each stockholder meeting, you will be contactedby mail or electronically via the Internet and asked fordirections on how to vote shares equivalent to the cur-rent value of your investment in GM common stock.You may specify your directions by telephone or theInternet or by completing and returning the proxy/votinginstruction card that may be provided to you by mail.Shares equivalent to the current value of your invest-ment in GM common stock for which you do not pro-vide direction will be voted as determined by StateStreet Bank and Trust Company as investment managerat its discretion.

Furthermore, in the event of a tender offer, if you haveassets invested in the GM Common Stock Fund, youmay tender the equivalent current value of these assetsin your account by providing appropriate direction in amanner prescribed by General Motors at the time ofsuch tender. For tender offers for fewer than 5% of theoutstanding shares of GM, State Street shall determine,in its sole discretion, whether to sell, exchange or trans-fer shares pursuant to such offer.

SPECIAL PROVISIONS REGARDING VETERANS

If you are rehired following qualified military service (asdefined in the Uniformed Services Employment and Re-Employment Rights Act), you will be entitled to haveGeneral Motors make contributions to your account fromyour current earnings that are attributable to the period oftime contributions were not otherwise allowable due tomilitary service. These contributions are in addition tocontributions otherwise permitted and will be made inaccordance with the Code. Any additional contributionswill be based on the amount of eligible pay you wouldhave received from General Motors during the applicableperiod of military service. Such contributions must bemade during the period that begins upon re-employmentand extends for the lesser of five years or your period ofmilitary service multiplied by three.

If you are a GM employee and have an outstandingloan(s) during a period of qualified military service, loanpayments may be suspended during this period, and thetime for repayment of your loan(s) may be extended fora period of time equal to the period of your qualifiedmilitary service.

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MISCELLANEOUS

PSP Claim Denial Procedure

General Motors will provide notice, in writing, to you oryour beneficiary if any of your claims under the PSPhave been denied, setting forth the specific reasonfor the denial. You or your beneficiary will be given60 days from the date of the notice denying such claimto request a full and fair review by General Motors or itsdelegate. The decision of General Motors or its delegateis final and binding. You may submit your claim to:

General Motors CorporationEmployee Benefits, Savings PlansMail Code 482-C26-A68300 Renaissance CenterDetroit, MI 48265

S-SPP Claim Denial Procedures

If you make a claim under the S-SPP and the claim hasbeen denied, you or your beneficiary will be notified inwriting of the specific reasons for the denial. You oryour beneficiary will then be given an opportunity for afull and fair review of the decision to deny a claim byfiling an appeal with the Employee Benefit Plans Com-mittee (EBPC) of GM. The EBPC has been delegated fi-nal discretionary authority to construe, interpret, apply,and administer the S-SPP. The written appeal must befiled within 60 days from the date of the written deci-sion denying a claim. The appeal must be sent to theSecretary of the EBPC, General Motors Corporation,300 Renaissance Center, P.O. Box 300, Mail Code482-C26-A68, Detroit, MI. 48265-3000. The writtenappeal should clearly state why you or your beneficiarybelieve the written decision denying your claim waswrong. The EBPC is the final review authority with re-spect to appeals, and its decision is final and bindingupon GM, you or your beneficiary. A written decisionon the request for review will be furnished to you oryour beneficiary within 60 days (120 days if special cir-cumstances required an extension of time) after the datethe written request is received by the EBPC.

Designation of Beneficiaries

You must file with the GM Benefits & Services Center,on forms provided by the GM Benefits & Services Cen-ter, a written or electronic designation of beneficiary orbeneficiaries with respect to all or part of your assets inthe GM Savings Plans. Upon your death the entire bal-ance of the account is paid to your surviving spouseunless the written or electronic designation of benefi-ciary, designating a person(s) other than your spouseincludes the written consent of your spouse, witnessedby a notary public. The written or electronic designationof beneficiary filed with the GM Benefits & ServicesCenter may be changed or revoked at any time by youand, if necessary, your spouse. No designation or

change of beneficiary will be effective until it is de-termined to be in order by the GM Benefits & ServicesCenter, but when so determined, if practicable, it willbe effective retroactively to the date of the instrumentmaking the designation or change.

Your spousal beneficiary may elect to keep your ac-count assets in the applicable GM Savings Plans afteryour death. Your surviving spouse may elect sub-sequently to receive the assets in a lump sum at anytime. While the assets remain in the applicable GM Sav-ings Plans your surviving spouse may (1) exchange as-sets among the various investment options offered underthe applicable GM Savings Plans (see “Fund Exchanges”for a description of the rules), (2) initiate new loans fromthe applicable GM Savings Plans, (3) elect partial dis-tributions, (4) elect to receive installment payments, and(5) file with the GM Benefits & Services Center a writtenor electronic designation of a beneficiary or beneficia-ries, on a form provided by the GM Benefits & ServicesCenter. Your surviving spouse may not make any newcontributions.

If you are not married and do not file a written or elec-tronic designation of beneficiaries you shall be deemedto have designated as beneficiary or beneficiaries underthe GM Savings Plans the person(s) designated to re-ceive the proceeds of your life insurance under theGeneral Motors Life and Disability Benefits Program forHourly Employees or the General Motors Life and Dis-ability Benefits Program for Salaried Employees, unlessyou have assigned such life insurance, in which casethe assets in the account will be paid to the assignee.Upon your death, your beneficiary or beneficiaries re-ceives, subject to provisions of the applicable GM Sav-ings Plans, assets in your account in accordance withthe applicable designation. If General Motors is indoubt as to the right of any beneficiary to receive anysuch assets, General Motors may deliver such assets toyour estate, in which case General Motors will not haveany further liability to anyone.

Upon your death and upon receipt of all informationnecessary to determine the beneficiary or beneficiaries,a settlement of all assets in your account shall be madeto the designated beneficiary or beneficiaries. The bene-ficiary or beneficiaries may elect to receive cash-in-lieuof all shares equivalent in value to the assets invested inthe GM Common Stock Fund in your account, based onthe current market value of such Fund on the Date ofValuation. The Date of Valuation is the Effective Date ofWithdrawal. For this purpose, the Effective Date ofWithdrawal means the day on which the Administrator,or its delegate, determines the appropriate beneficiaryor beneficiaries and is in receipt of all necessary in-formation and directions to process the settlement.

A non-spouse beneficiary may not keep your accountassets in the applicable GM Savings Plans, after yourdeath. A non-spouse beneficiary may either receive a

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taxable distribution of the value of your account or maymake a tax-free direct rollover to an IRA.

PSP Liens Upon and Assignability of Interest

Except for benefits payable pursuant to a “QualifiedDomestic Relations Order” or your voluntary assign-ment of an amount not in excess of 10% of a dis-tribution from the PSP, any benefits payable under thePSP may not be assigned or transferred and, except asspecifically provided by law, no such benefits are sub-ject to legal process or attachment for the payment ofany claim of any person entitled to receive the same.

S-SPP Liens Upon and Assignability of Interest

Except for benefits payable pursuant to a “QualifiedDomestic Relations Order”, you may not assign ortransfer any benefits payable under the S-SPP. In addi-tion, except as specifically provided by law, no suchbenefits are subject to legal process or attachment forthe payment of any claim of any person entitled to re-ceive the same.

Statement of Account

General Motors provides for the maintenance ofsuitable records to reflect your individual separate ac-count balance.

Unless you have elected to receive your quarterly state-ment in the mail, your quarterly statement will be avail-able online by accessing gmbenefits.com. Additionally,the online statement feature allows you to create, at any-time, your own online statement covering any monthly,quarterly, or specified time period going back up to 24months by accessing the gmbenefits.com website.

Changes to the GM Common Stock

In the event that outstanding shares of the GM commonstock are changed in number or class by reason of a split-up, spinoff, combination, merger, consolidation, orrecapitalization, or by reason of stock dividend, thenumber and class of shares which thereafter may be heldby the General Motors $1-2/3 Par Value Common StockFund, in the aggregate and the number and class ofshares then in the applicable trust account and in youraccount, shall be adjusted so as to reflect such change.

Confidential Information

Many aspects of recordkeeping and transaction process-ing related to the GM Savings Plans are performed intheir entirety by the GM Benefits & Services Center.Currently, Fidelity provides the services for the GMBenefits & Services Center, and such services are moni-tored by General Motors so that sufficient proceduresare in place to safeguard the confidentiality of your in-formation relating to the purchase, holding, and sale ofsecurities by you and other participants.

Under existing procedures, you must establish throughthe GM Benefits & Services Center a confidential identi-fication number which is personal to you (PersonalIdentification Number or “PIN”). This confidential PINlimits access to your account to only you. At any time,you may change your PIN. Moreover, you may onlyaccess your account information and initiate trans-actions by telephone, or online at gmbenefits.com,using your PIN and Social Security number or CustomerID (a Customer ID is an identifier you create to use inplace of your Social Security number). In addition, pro-cedures have been established to de-activate your PINafter three consecutive attempts are made to accessyour account via the GM Benefits & Services Centervoice response system or the gmbenefits.com Internetwebsite without a valid PIN. YOU SHOULD NOT GIVEANYONE YOUR PIN. NEITHER GM, PROMARKINVESTMENT ADVISORS, PROMARK TRUST BANK,THE TRUSTEE, THE ADMINISTRATOR, THE RECORD-KEEPER, NOR THE GM SAVINGS PLANS WILL BERESPONSIBLE FOR THE SECURITY OF YOURACCOUNT IF YOU DISCLOSE YOUR PIN TO ANY-ONE ELSE.

The GM Savings Plans fiduciary responsible for monitor-ing compliance with the confidentiality procedures isthe Director, General Motors Pension and SavingsPlans, Employee Benefits, 300 Renaissance Center, P.O.Box 300, Mail Code 482-C26-A68, Detroit, MI 48265.

Additional Information

If you require additional information about the PSP orS-SPP, you should contact the GM Benefits & ServicesCenter at 1-800-489-4646.

REFERENCE TO FULL TEXT

The foregoing statements are summaries of certain provi-sions of the PSP and S-SPP. They do not purport to becomplete and are qualified in their entirety by referenceto the Complete Text of the PSP and the Complete Textof the S-SPP, respectively (see “Documents Incorporatedby Reference”).

LEGAL OPINION

The legality of the GM common stock offered by this Pro-spectus has been passed upon by Martin I. Darvick, Attor-ney, General Motors Legal Staff. Mr. Darvick owns sharesof GM common stock and has options to purchase addi-tional shares of GM common stock.

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