MCM 4-24-09 Update

GM Common Stock Fund Removal From SSPP & PSP

The purpose of this update is to advise you that General Motors is mailing an updated Prospectus Addendum to all SSPP and PSP participants advising them that State Street Bank and Trust Company who serves as the investment manager and independent fiduciary of the General Motors $1-2/3 Par Value Common Stock Fund commenced a selling program pursuant to which it has substantially completed selling all of the shares of GM common stock held in the GM Common Stock Fund. Included in that mailing to plan participants is a copy of the updated Prospectus Addendum for the SSPP and PSP effective April 25, 2009.

As the portion of this client communication below will explain, as a result of this selling program, the GM Common Stock Fund will no longer hold any shares of GM common stock and instead will be invested in short-term fixed-income investments and money market instruments. Additionally, on May 29, 2009, the GM Common Stock Fund will be discontinued and removed as an investment option from the GM Savings Plans.

As we stated in our client communication of April 2, 2009, we sold any remaining positions in the GM Common Stock Fund in client accounts long, long ago. For those clients, this communication is merely an informational update concerning the provisions of the SSPP and PSP. However, for the handful of clients who asked us to retain a position in the GM Common Stock Fund, this communication is to make you aware that we will soon liquidate any and all remaining positions in the GM Common Stock Fund in client accounts.

For any questions concerning this matter, call us toll-free at 1-866-444-6246. Also see our "Question & Answer" concerning this change in the SSPP and PSP following "Details of the SSPP and PSP Plan Change" below.

Sincerely,

David Kudla, CMFC^®, CRPC^®, AAMS^®
CEO & Chief Investment Strategist
Mainstay Capital Management, LLC

Details of this SSPP and PSP Plan Change:

State Street Bank and Trust Company serves as the investment manager and independent fiduciary of the GM Common Stock Fund. In this role, State Street is specifically authorized to sell shares of GM common stock held in the GM Common Stock Fund if it determines that (A) there is a serious question concerning General Motors Corporation’s short–term viability as a going concern without resorting to bankruptcy proceedings; OR (B) there is no possibility in the short-term of recouping any substantial proceeds from the sale of stock in bankruptcy proceedings. State Street made the determination that this standard had been met due to the economic climate and the circumstances surrounding GM’s business.

Accordingly, based on State Street’s determination, on March 31, 2009 State Street commenced a selling program pursuant to which it started selling the shares of GM common stock held in the GM Common Stock Fund, and started investing the proceeds of such sales in short-term fixed-income investments and money market instruments. The daily unit value of the GM Common Stock Fund has at all times reflected the value of these underlying investments. The selling program was substantially completed as of April 24, 2009, and at such time as it is completed, the Fund will no longer have any investments in GM common stock and will be fully invested in short-term fixed-income investments and money market instruments. Accordingly, the Fund is no longer pursuing its stated investment strategy, and its returns are no longer correlated to the performance of GM common stock. The ability to transact an in-kind withdrawal of GM common stock from the SSPP or PSP was suspended as of the end of the business day on April 23, 2009.

As noted, upon completion of the selling program, the only remaining assets in the GM Common Stock Fund will be cash and cash equivalents. On May 29, 2009, the GM Common Stock Fund will be discontinued and removed as an investment option from the GM Savings Plans.

Question & Answer:

1. Why did State Street Bank and Trust Company decide to sell the General Motors Corporation common stock held in the GM Common Stock Fund in the PSP and SSPP?

The Fund’s stated investment strategy, per the Prospectus, is to invest solely in General Motors common stock, except for a small portion of Fund assets that is invested in short-term fixed-income investments and money market instruments in order to satisfy certain limited liquidity needs. As provided in the Prospectus, State Street is specifically authorized pursuant to its agreements with General Motors to sell shares of GM common stock held in the Fund if it determines that (A) there is a serious question concerning GM’s short-term viability as a going concern without resorting to bankruptcy proceedings, OR (B) there is no possibility in the short-term of recouping any substantial proceeds from the sale of stock in bankruptcy proceedings. In light of all of the relevant facts and circumstances, State Street made the determination that this standard had been met and on March 31, 2009 began to sell GM common stock in the Fund.

2. Why sell when the stock was trading at historically low prices?

As provided in the Prospectus, State Street is specifically authorized pursuant to its agreements with General Motors to sell shares of GM common stock held in the Fund if it determines that (A) there is a serious question concerning GM’s short-term viability as a going concern without resorting to bankruptcy proceedings, OR (B) there is no possibility in the short-term of recouping any substantial proceeds from the sale of stock in bankruptcy proceedings. In light of all of the relevant facts and circumstances, State Street made the determination that this standard had been met and on March 31, 2009 began to sell GM common stock in the fund. State Street had substantially completed the selling program as of April 24, 2009.

3. The Plan Prospectus states that the Fund should be invested in General Motors common stock - - didn’t that prevent State Street from selling?

As noted above, the Plan Prospectus also provides that State Street is specifically authorized pursuant to its agreements with GM to sell shares of GM common stock held in the GM Common Stock Fund if it determines that (A) there is a serious question concerning the Company’s short–term viability as a going concern without resorting to bankruptcy proceedings; OR (B) there is no possibility in the short-term of recouping any substantial proceeds from the sale of stock in bankruptcy proceedings. In light of all of the relevant facts and circumstances, State Street made the determination that this standard had been met and on March 31, 2009 began to sell GM common stock in the Fund.

4. Those were my shares - - shouldn’t I have been able to decide what happened to them?

Please note that Plan participants own units in the Fund, which in turn invested in shares of General Motors common stock. The units in the Fund that participants own are not being sold. The sale of General Motors shares in the Fund did not impact the number of units of the Fund that participants own. However, the composition of the Fund has changed. Upon completion of the selling program, the only assets remaining in the GM Common Stock Fund will be cash and cash equivalents, and on May 29, 2009, the GM Common Stock Fund will be discontinued. In addition, the ability of participants to transact in-kind withdrawals from the Fund was suspended as of the close of business on April 23, 2009. Additionally, effective May 29, 2009, the GM Common Stock Fund will be removed as an investment option from the GM Savings Plans. Therefore, participants are encouraged to exchange their remaining balances in the Fund into other Plan investment options before the close of business on May 29, 2009. For participants who do not make such an election as of the close of business on May 29, 2009, any remaining balances in the Fund will be exchanged into the Qualified Default Investment Alternative for the participant’s Plan, the Pyramis Strategic Balanced Commingled Pool investment option for the affected S-SPP participants and the Pyramis Active Lifecycle Commingled Pool investment option with a target retirement date (as specified in the Pool’s name) closest to the year that the participant will attain the age of 65 for the affected PSP participants.

5. How are the proceeds from the sale of the General Motors common stock invested?

The cash proceeds from the sale of the General Motors common stock remain in the Fund and are invested by State Street in short-term fixed income investments and money market instruments until the close of business on May 29, 2009, when the GM Common Stock Fund will be discontinued and removed as an investment option from the GM Savings Plans. Therefore, participants are encouraged to exchange their remaining balances in the Fund into other Plan investment options before the close of business on May 29, 2009. For participants who do not make such an election as of the close of business on May 29, 2009, any remaining balances in the Fund will be exchanged into the Qualified Default Investment Alternative for the participant’s Plan, the Pyramis Strategic Balanced Commingled Pool investment option for the affected SSPP participants and the Pyramis Active Lifecycle Commingled Pool investment option with a target retirement date (as specified in the Pool’s name) closest to the year that the participant will attain the age of 65 for the affected PSP participants.

6. Since the General Motors common stock was sold at a loss, is there a capital loss that Plan participants can claim on their income tax returns?

The loss occurred within each affected Plan participant's account. Thus, nothing related to the sale at the plan level resulted in a tax consequence to the individual participant, and nothing is reportable on the participant's individual income tax return. Each Plan participant’s tax situation is unique and Plan participants should consult their financial advisor regarding any questions relating to their GM saving plans investments.

7. Who can I call to discuss my PSP/SSPP?

Participants can contact Mainstay Capital Management for questions related to any aspect of the Plan. Mainstay Capital Management can be reached toll-free at 1-866-444-6246.

8. How was the net asset value of the Fund impacted by the selling program?

During the selling program, the investment in cash and marketable securities increased as the position in GM common stock decreased. The daily unit value of the Fund reflected the value of the underlying investments in the Fund throughout the selling program.

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