General Motors Benefit Equalization Plan For Salaried Employees

Exhibit 10(n) GENERAL MOTORS BENEFIT EQUALIZATION
PLAN FOR SALARIED EMPLOYEES
(Amended as of October 18, 2005) General Motors Corporation established, effective December 31, 1976, the General Motors Benefit Equalization Plan for Salaried Employees (hereinafter referred to as the " Plan" . The Plan was last amended effective October 18, 2005. The purpose of this Plan is to provide for the equalization of benefits available to highly compensated salaried employees of General Motors Corporation (the " Corporation" ) under the General Motors Retirement Program for Salaried Employees (the " Retirement Program" ) and the General Motors Savings-Stock Purchase Program for Salaried Employees (the " S-SPP" ), when such employees' contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of the Employee Retirement Income Security Act of 1974, as amended (" ERISA" ), and Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the " Code" ). It is intended that this Plan, in relevant part, qualify as an " excess benefit plan" under Section 3(36) of ERISA and, in relevant part, as a plan " providing deferred compensation for a select group of management or highly compensated employees" under Section 201(2) of ERISA. ARTICLE I
Administration of the Plan (a) This Plan shall at all times be maintained, considered, and administered as a plan wholly separate and distinct from the Retirement Program and the S-SPP, and shall be maintained as an unfunded plan without the intention of complying with the standards of a qualified plan that are required under the Code. (b) The Corporation is the Plan Administrator. The Plan Administrator may delegate various aspects of the Plan administration as it deems appropriate. The Plan Administrator' s address is General Motors Corporation, 300 Renaissance Center, P.O. Box 300, Mail Code 482-C26-A68, Detroit, MI 48265-3000. (c) The Executive Compensation Committee is the Named Fiduciary. Powers of the Named Fiduciary shall include, but are not limited to, discretionary authority in the interpretation, construction, and final determination of any and all disputes and questions that may arise under this Plan and the power to adopt Rules of Procedure. (d) Any and all decisions of the Named Fiduciary as to interpretation or application of this Plan shall be final, conclusive, and binding upon all parties, including the Corporation, the stockholders, and the participants and beneficiaries of the Plan. (e) The Named Fiduciary shall have the full power to engage and employ such legal, actuarial, auditing, tax, and other such agents, as it shall, in its sole discretion, deem to be in the best interest of the Corporation, the Plan, and its participants and beneficiaries. (f) The expenses of administering this Plan and the expenses resulting from the payment of any amounts pursuant to Article IV shall be borne by the Corporation. (g) For purposes of the Plan, a Plan Year shall mean the 12-month period beginning on January 1 and ending on December 31.


ARTICLE II
Eligibility to Participate in the Plan (a) Eligibility to participate in the Plan shall be limited solely to those active executive level or separated executive level employees, or the designated beneficiaries of such active executive level or separated executive level employees, whose aggregate contributions and benefits under the Retirement Program and/or the S-SPP are in excess of the maximum limitations on contributions and benefits imposed by Sections 401(a)(17) and/or 415 of the Code. (b) For purposes of this Plan, the terms " designated beneficiary" or " designated beneficiaries" shall include surviving spouses and contingent annuitants. The term " Participant" shall refer to an eligible active executive level employee or a former executive level employee who has separated from service and is otherwise eligible for benefits under this Plan. (c) In no event shall executive level employees retiring on or after January 1, 2005 be entitled to retirement benefits payable under Article III (a). ARTICLE III
Amount of Benefits (a) A separated executive level employee, or the designated beneficiary of a deceased executive level employee, who is eligible to participate in the Plan, shall be eligible to receive as a retirement benefit under this Plan an amount which, when added to the benefit such employee or designated beneficiary is entitled to receive under the Retirement Program, and prior to the deduction of any and all withholdings, including, but not limited to, ...