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(1)

The number of shares being registered includes shares of Common Stock of the Company to be offered or sold to participants pursuant to the General Motors 2014 Long-Term Incentive Plan, including but not limited to stock awards, stock options, restricted stock units, and other stock-based awards. The aggregate amount of common stock that may be granted under the General Motors 2014 Long-Term Incentive Plan is 60,000,000 shares. The General Motors 2014 Long-Term Incentive Plan provides that the aggregate number of shares of common stock that may be granted under the General Motors 2014 Long-Term Incentive Plan may not exceed 60,000,000 shares subject to note (2) below.

(2)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, (“Securities Act”) this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the General Motors 2014 Long-Term Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(3)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Securities Act on the basis of the average of the high and low price per share of the Registrant’s common stock on June 9, 2014, as reported on the New York Stock Exchange.

(4)

A portion of the registration fee has been previously paid. Prior to the filing of this registration statement, $1,302,759,863 aggregate principal amount of securities remained registered and unsold, pursuant to the Registration Statement No. 333-175068, which was initially filed by the registrant on June 22, 2011. Pursuant to Rule 457(p), the applicable portion of the registration fee of $151,250.42 associated with such unsold securities has been offset against the registration fee of $282,728.88 associated with the securities to be registered under this registration statement and such unsold securities are hereby deregistered.

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1.	The undersigned Registrant hereby undertakes:

(a)	To file, during any period which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b)

Provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this registration statement.That, for the purpose of determining liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.

The undersigned Registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant and the Plans will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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