IMPORTANT GM SAVINGS PLANS INFORMATION …

1 IMPORTANT GM SAVINGS PLANSINFORMATION ENCLOSEDP ersonal SAVINGS PlanPROSPECTUSDear 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 2or older. See Termination of Employment on page 46.

2 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.

3 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 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 Deferred Contribution LimitsYearUnder 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 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 MOTORS Purchase ProgramPROSPECTUSDear 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.

4 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.

5 Additionally, if GM matching contributions are reinstated, theallocation of the matching contribution will change from semi-monthly to , 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.

6 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 2or 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.

7 These changes re-flect a name change only. For INFORMATION on the investment strategy of each of thesefunds, please see the 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 Deferred Contribution LimitsYearUnder 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 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 MOTORS document constitutes part of a prospectus coveringsecurities that have been registered under the Securities Act of 1933, as MOTORS CORPORATIONCOMMON STOCK($1-2/3 Par Value)This prospectus relates to shares of stock that General Motors will offer and deliver under theGENERAL MOTORS PERSONAL SAVINGS PLANFOR HOURLY-RATE EMPLOYEESANDTHE GENERAL MOTORS SAVINGS -STOCKPURCHASE PROGRAM FOR SALARIED EMPLOYEESIN THE UNITED STATESTHE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVEDTHESE SECURITIES OR DETERMINED IF THIS prospectus IS TRUTHFUL OR COMPLETE.

8 ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL 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 date of this prospectus is March 16, 2009 TABLE OF CONTENTSPageGENERAL INCORPORATED BY YOU CAN FIND MORE GM SAVINGS Personal SAVINGS plan (PSP) SAVINGS -Stock Purchase Program (S-SPP) GM Benefits & Services Employee Corporation Employee Corporation Formation of Classes and and S-SPP Automatic of Contributions in the GM SAVINGS Responsibility for Election of Investment About Your Investment You Should Be Aware and of Investment of Investment of Your Rights Concerning Employer Securities, as Required by Federal INFORMATION About Account and Contributions from Other of the General Motors Common Stock Acquired for the GM SAVINGS Retirement Income Security Act of 1974, as Voting or Tendering of GM Common Voting or Tendering of GM Common Provisions Regarding to Full INFORMATIONThe principal executive offices of General Motors Corpo-ration ( General Motors, GM, the Corporation orthe GM SAVINGS PLANS Sponsor )

9 Are located at 300 Renaissance Center, Detroit, Michigan 48265-3000. Wemaintain a website at where general in-formation about us is available. We are not incorporat-ing the contents of our website into this 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 ).

10 In this prospectus , references to the GM SAVINGS PLANS shall mean the PSP and the purpose of the GM SAVINGS PLANS is to facilitate theaccumulation of SAVINGS by you and other eligible 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 this prospectus , references to General Motors com-mon stock means General Motors Common Stock,$1-2/3 par INCORPORATEDBY REFERENCEThe 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.