More Details on Selective GM Cardmember "Top Offs"

GM Card Q1 2009 Top Off Incentive Offer

PROGRAM EXPLANATION

TO: All RDMMs, ARDMMs, ZMs, ASMs and GM Dealers

FROM: GM Cardmember Services – Detroit, MI

SUBJECT: 2009 Q1 GMCS Top-Off Earnings Retail Program

PROGRAM OVERVIEW:

GM Cardmember Services (GMCS) is sending select GM Card and GM Flexible Earnings Card Cardmembers a direct mail piece that includes a special Bonus Earnings “Top-Off” offer toward the purchase/ lease of an eligible, new GM vehicle between 1/6/09 and 2/2/09.

OFFER OVERVIEW:

GMCS will add Bonus Earnings to select Cardmembers’ Accounts so that they total either $2,000 or $3,000 in Topped off Earnings.

Top Off Bonus Earnings are available on the purchase or lease of an eligible, new 2008 or 2009 GM vehicle excluding Chevrolet Kodiak, Chevrolet Corvette ZR1, GMC TopKick and Cadillac CTS-V. Also, during this program offer period only, Cardmembers can redeem their Earnings toward Saab vehicles.

This offer can be used in combination with most currently available GM incentives. Offer is valid on vehicles delivered from dealer stock between 1/6/09 and 2/2/09.

Please Note that the Bonus Earnings:

• Are only eligible to GM Cardmembers receiving the January direct mail piece

• GM Cardmembers will need to present GM Dealer Personnel with their unique “Bonus Earnings Code” provided to them in their mailing

• Can only be used toward one (1) vehicle redemption

• Are not subject to applicable GM Card program limits

• Cannot be combined with the GM Employee or Supplier Discount, other Bonus Earnings offers or other GM Card Accounts

• Are valid from 1/6/09 and 2/2/09

• Are non-transferable

INSTRUCTIONS FOR PROCESSING THE PURCHASE/LEASE OFFER WITH GM CARD EARNINGS:

To redeem Earnings toward the purchase or lease of an eligible, new GM vehicle, dealers should redeem on-line at www.gmglobalconnect.com or if there are problems with the online tool, call the GM Cardmember Services Dealer Hotline at

1-800-XXX-XXXX and apply through DCS/CDR as they would with any other GMCS redemption. Dealers will be reimbursed for the full amount of the Cardmember’s Earnings under the normal GMCS redemption process guidelines.

For any questions regarding the standard GMCS redemption process, GM Cardmember Services specialists can be reached through the GM Cardmember Services Dealer Hotline, Monday through Friday, 8:00 a.m. – 9:00 p.m. EST.

Q & A

1. Are all Cardmembers eligible for the Bonus Earnings offer?

No, not all Cardmembers are eligible to receive the Bonus Earnings offer. Only Cardmembers that receive the January mailing and provide a unique “Bonus Earnings Code” are eligible for the offer.

2. Is the Bonus Earnings offer transferable?

No, only the targeted Cardmembers who were mailed the offer with a unique “Bonus Earnings Code” are eligible to redeem the Bonus Earnings.

3. Are Bonus Earnings available on more than one vehicle purchase?

No, Cardmembers can redeem their Bonus Earnings towards only one vehicle redemption.

4. If a Cardmember has additional questions about the Bonus Earnings offer, or lost their Bonus Earnings Code, where can they get more information or find their code?

GM Cardmembers can call 1-800-947-1000.

5. Can the Bonus Earnings offer be extended beyond the program dates?

No, the Cardmember can redeem the Bonus Earnings offer between 1/6/09 and 2/2/09 only.

6. Can a dealer get a list of the consumers in their area who received this offer?

Unfortunately, due to privacy issues, we are unable to send you the list of Cardmembers who have received this offer. However, GM Cardmember Services has developed a program that gives dealers the opportunity to market to GM Cardmembers in their area on a quarterly basis. Call 1-800-292-9220 for more information on the Dealer Direct Program.