FORM OF SELLING AGENT AGREEMENT

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Exhibit 1

GENERAL MOTORS ACCEPTANCE CORPORATION

$15,000,000,000

SMARTNOTES(SM)

DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE

SELLING AGENT AGREEMENT

_________ __, 2005

Dear Ladies and Gentlemen:

General Motors Acceptance Corporation, a Delaware corporation (the

"Company"), proposes to issue and sell up to $15,000,000,000 aggregate principal

amount of its SmartNotes(SM) Due from Nine Months to Thirty Years from Date of

Issue (the "Notes") to be issued pursuant to the provisions of an Indenture

dated as of September 24, 1996, as supplemented from time to time, between the

Company and JPMorgan Chase Bank, N.A., as Trustee (the "Indenture"). The terms

of the Notes are described in the Prospectus referred to below.

Subject to the terms and conditions contained in this Selling Agent

Agreement (the "Agreement"), the Company hereby (1) appoints you as agent of the

Company (the "Agent(s)") for the purpose of soliciting purchases of the Notes

from the Company and you hereby agree to use your reasonable best efforts to

solicit offers to purchase Notes upon terms acceptable to the Company at such

times and in such amounts as the Company shall from time to time specify and in

accordance with the terms hereof, but the Company reserves the right to sell

Notes directly on its own behalf and, after consultation with LaSalle Financial

Services, Inc. (the "Purchasing Agent"), the Company reserves the right to enter

into agreements substantially identical hereto with other agents and (2) agrees

that whenever the Company determines to sell Notes pursuant to this Agreement,

such Notes shall be sold pursuant to a Terms Agreement relating to such sale in

accordance with the provisions of Section V hereof between the Company and the

Purchasing Agent with the Purchasing Agent purchasing such Notes as principal

for resale to others.

I.

The Company has filed with the Securities and Exchange Commission (the

"Commission") a registration statement No. 333-XXXXXX relating to the Notes and

the offering thereof, from time to time, in accordance with Rule 415 under the

Securities Act of 1933, as amended (the "Securities Act"). Such registration

statement has been declared effective by the Commission, and the

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Indenture has been qualified under the Trust Indenture Act of 1939, as amended

(the "Trust Indenture Act"). Such registration statement and the prospectus

filed pursuant to Rule 424 under the Securities Act, including all documents

incorporated therein by reference, as from time to time amended or supplemented,

including any Pricing Supplement, are referred to herein as the "Registration

Statement" and the "Prospectus," respectively.

II.

Your obligations hereunder are subject to the following conditions,

each of which shall be met on such date as you and the Company shall

subsequently fix for the commencement of your obligations hereunder (the

"Commencement Date"):

(a)(i) No litigation or proceeding shall be threatened or pending to

restrain or enjoin the issuance or delivery of the Notes, or which in any way

questions or affects the validity of the Notes and (ii) no stop order suspending

the effectiveness of the Registration Statement shall be in effect, and no

proceedings for such purpose shall be pending before or threatened by the

Commission and there shall have been no material adverse change not in the

ordinary course of business in the consolidated financial condition of the

Company and its subsidiaries, taken as a whole, from that set forth in the

Registration Statement and the Prospectus; and you shall have received on the

Commencement Date a certificate dated such Commencement Date and signed by an

executive officer of the Company to the foregoing effect. The officer making

such certificate may rely upon the best of his knowledge as to proceedings

threatened.

(b) You shall have received a favorable opinion of the Assistant

General Counsel of, or counsel to the Company, dated such Commencement Date, to

the effect set forth in Exhibit A.

(c) You shall have received on the Commencement Date a letter dated the

Commencement Date from Deloitte & Touche LLP, independent auditors, containing

statements and information of the type ordinarily included in auditors' "comfort

letters" to underwriters with respect to the financial statements and certain

financial information contained in or incorporated by reference into the

Registration Statement and the Prospectus relating to the Notes.

(d) You shall have received a favorable opinion of Davis Polk &

Wardwell, counsel for the Agents, dated such Commencement Date, to the effect

set forth in Exhibit B.

The obligations of the Purchasing Agent to purchase Notes as principal,

both under this Agreement and under any Terms Agreement (as defined in Section V

hereof) are subject to the conditions that (i) no litigation or proceeding shall

be threatened or pending to restrain or enjoin the issuance or delivery of the

Notes, or which in any way questions or affects the validity of the Notes, (ii)

no stop order suspending the effectiveness of the Registration Statement shall

be in effect, and no proceedings for such purpose shall be pending before or

threatened by the Commission and (iii) there shall have been no material adverse

change not in the ordinary course of business in the consolidated financial

condition of the Company and its subsidiaries, taken as a whole, from that set

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forth in the Registration Statement and the Prospectus, each of which conditions

shall be met on the corresponding Settlement Date. Further, only if specifically

called for by any written agreement by the Purchasing Agent to purchase Notes as

principal, the Purchasing Agent's obligations hereunder and under such

agreement, shall be subject to such of the additional conditions set forth in

clauses (a), as it relates to the executive officer's certificate, and clauses

(b), (c) and (d) above, as agreed to by the parties, each of which such agreed

conditions shall be met on the corresponding Settlement Date.

III.

In further consideration of your agreements herein contained, the

Company covenants as follows:

(a) To furnish to you, without charge, a copy of (i) the Indenture,

(ii) the resolutions of the Board of Directors (or Executive Committee) of the

Company authorizing the issuance and sale of the Notes, certified by the

Secretary or Assistant Secretary of the Company as having been duly adopted,

(iii) the Registration Statement including exhibits and materials incorporated

by reference therein and (iv) as many copies of the Prospectus, any documents

incorporated by reference therein and any supplements and amendments thereto as

you may reasonably request.

(b) Before amending or supplementing the Registration Statement or the

Prospectus (other than amendments or supplements to change interest rates), to

furnish you a copy of each such proposed amendment or supplement.

(c) To furnish you copies of each amendment to the Registration

Statement and of each amendment and supplement to the Prospectus in such

quantities as you may from time to time reasonably request; and if at any time

when the delivery of a Prospectus shall be required by law in connection with

sales of any of the Notes, either (i) any event shall have occurred as a result

of which the Prospectus as then amended or supplemented would include any untrue

statement of a material fact, or omit to state any material fact necessary in

order to make the statements therein, in light of the circumstances under which

they were made, not misleading or (ii) for any other reason it shall be

necessary to amend or supplement the latest Prospectus, as then amended or

supplemented, or to file under the Exchange Act any document incorporated by

reference in the Prospectus in order to comply with the Securities Act or the

Exchange Act, the Company will (A) notify you to suspend the solicitation of

offers to purchase Notes and if notified by the Company, you shall forthwith

suspend such solicitation and cease using the Prospectus as then amended or

supplemented and (B) promptly prepare and file with the Commission such document

incorporated by reference in the Prospectus or an amendment or supplement to the

Registration Statement or the Prospectus which will correct such statement or

omission or effect such compliance and will provide to you without charge a

reasonable number of copies thereof, which you shall use thereafter.

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(d) To endeavor to qualify such Notes for offer and sale under the

securities or Blue Sky laws of such jurisdictions as you shall reasonably

request and to pay all reasonable expenses (including reasonable fees and

disbursements of counsel) in connection with such qualification and in

connection with the determination of the eligibility of such Notes for

investment under the laws of such jurisdictions as you may designate, provided

that in connection therewith the Company shall not be required to qualify as a

foreign corporation to do business, or to file a general consent to service of

process, in any jurisdiction.

(e) The Company will make generally available to its security holders

and to you as soon as practicable earning statements that satisfy the provisions

of Section 11(a) of the Securities Act and the rules and regulations of the

Commission thereunder covering twelve month periods beginning, in each case, not

later than the first day of the Company's fiscal quarter next following the

"effective date" (as defined in Rule 158 under the Securities Act) of the

Registration Statement with respect to each sale of Notes. If such fiscal

quarter is the last fiscal quarter of the Company's fiscal year, such earning

statement shall be made available not later than 90 days after the close of the

period covered thereby and in all other cases shall be made available not later

than 45 days after the close of the period covered thereby.

(f) To use its reasonable efforts, in cooperation with the Purchasing

Agent, to cause such Notes as the Company and the Purchasing Agent agree to be

accepted for listing on any stock exchange (each, a "Stock Exchange"), in each

case as the Company and the Purchasing Agent shall deem to be appropriate. In

connection with any such agreement to qualify Notes for listing on a Stock

Exchange, the Company shall use its reasonable efforts to obtain such listing

promptly and shall furnish any and all documents, instruments, information and

undertakings that may be necessary or advisable in order to obtain and maintain

the listing.

IV.

(a) You propose to solicit purchases of the Notes upon the terms and

conditions set forth herein and in the Prospectus and upon the terms

communicated to you from time to time by the Company. For the purpose of such

solicitation you will use the Prospectus as then amended or supplemented which

has been most recently distributed to you by the Company, and you will solicit

purchases only as permitted or contemplated thereby and herein and will solicit

purchases of the Notes only as permitted by the Securities Act and the

applicable securities laws or regulations of any jurisdiction. The Company

reserves the right, in its sole discretion, to suspend solicitation of purchases

of the Notes commencing at any time for any period of time or permanently. Upon

receipt of instructions (which may be given orally) from the Company, you will

forthwith suspend solicitation of purchases until such time as the Company has

advised you that such solicitation may be resumed.

You are authorized to solicit orders for the Notes only in

denominations of $1,000 or more (in multiples of $1,000). You are not authorized

to appoint subagents or to engage the service of any other broker or dealer in

connection with the offer or sale of the Notes without the consent of

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the Company. Unless authorized by the Purchasing Agent in each instance, each

Agent agrees not to purchase and sell Notes for which an order from a client has

not been received. In addition, unless otherwise instructed by the Company, the

Purchasing Agent shall communicate to the Company, orally or in writing, each

offer to purchase Notes. The Company shall have the sole right to accept offers

to purchase Notes offered through you and may reject any proposed purchase of

Notes as a whole or in part. You shall have the right, in your discretion

reasonably exercised, to reject any proposed purchase of Notes, as a whole or in

part, and any such rejection shall not be deemed a breach of your agreements

contained herein. Unless otherwise agreed between the Company and the Purchasing

Agent, the Company agrees to pay the Purchasing Agent, as consideration for

soliciting the sale of the Notes pursuant to a Terms Agreement, a concession in

the form of a discount equal to the percentages of the initial offering price of

each Note sold as set forth in Exhibit C hereto (the "Concession"); provided,

however, that the Concession shall not exceed the amounts set forth in the

Prospectus. The Purchasing Agent and the other Agents will share the

above-mentioned Concession in such proportions as they and the Company may

agree.

Unless otherwise authorized by the Company, all Notes shall be sold to

the public at a purchase price not to exceed 100% of the principal amount

thereof, plus accrued interest, if any. We may also issue Notes that bear a zero

interest rate and are issued at a substantial discount from the principal amount

payable at the Maturity Date (a "Zero-Coupon Note"). Such Zero-Coupon Notes

shall be sold to the public at a purchase price no greater than an amount,

expressed as a percentage of the principal face amount of such Notes, equal to

the net proceeds to the Company on the sale of such Notes, plus the Concession,

plus accrued interest, if any. The actual purchase price paid by investors for

any Note shall be determined by prevailing market prices at the time of

purchase. Such purchase price shall be set forth in the confirmation statement

of the Selling Group member responsible for such sale, and delivered to the

purchaser along with a copy of the Prospectus (if not previously delivered) and

Pricing Supplement.

(b) Procedural details relating to the issue and delivery of, and the

solicitation of purchases and payment for, the Notes are set forth in the

Administrative Procedures attached hereto as Exhibit D (the "Procedures"), as

amended from time to time. The provisions of the Procedures shall apply to all

transactions contemplated hereunder other than those made pursuant to a Terms

Agreement. You and the Company each agree to perform the respective duties and

obligations specifically provided to be performed by each in the Procedures as

amended from time to time. The Procedures may only be amended by written

agreement of the Company and you.

(c) You are aware that other than registering the Notes under the

Securities Act, no action has been or will be taken by the Company that would

permit the offer or sale of the Notes or possession or distribution of the

Prospectus or any other offering material relating to the Notes in any

jurisdiction where action for that purpose is required. Accordingly, you agree

that you will observe all applicable laws and regulations in each jurisdiction

in or from which you may directly or indirectly acquire, offer, sell or deliver

Notes or have in your possession or distribute the Prospectus or any other

offering material relating to the Notes and you will obtain any consent,

approval or permission required by you for the purchase, offer or sale by you of

Notes under the

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laws and regulations in force in any such jurisdiction to which you are subject

or in which you make such purchase, offer or sale. Neither the Company nor any

other Agent shall have any responsibility for determining what compliance is

necessary by you or for your obtaining such consents, approvals or permissions.

You further agree that you will take no action that will impose any obligations

on the Company or the other Agents. Subject as provided above, you shall, unless

prohibited by applicable law, furnish to each person to whom you offer, sell or

deliver Notes a copy of the Prospectus (as then amended or supplemented) or

(unless delivery of the Prospectus is required by applicable law) inform each

such person that a copy thereof (as then amended or supplemented) will be made

available upon request. You are not authorized to give any information or to

make any representation not contained in the Prospectus or the documents

incorporated by reference or specifically referred to therein in connection with

the offer and sale of the Notes.

(d) GMAC shall be responsible for the contents of its web site

www.SmartNotes.com.

V.

Each sale of Notes shall be made in accordance with the terms of this

Agreement and a separate agreement to be entered into which will provide for the

sale of such Notes to, and the purchase and reoffering thereof, by the

Purchasing Agent as principal. Each such separate agreement (which may be an

oral agreement and confirmed in writing as described below between the

Purchasing Agent and the Company) is herein referred to as a "Terms Agreement".

A Terms Agreement may also specify certain provisions relating to the reoffering

of such Notes by the Purchasing Agent. The Purchasing Agent's agreement to

purchase Notes pursuant to any Terms Agreement shall be deemed to have been made

on the basis of the representations, warranties and agreements of the Company

herein contained and shall be subject to the terms and conditions herein set

forth. Each Terms Agreement, whether oral (and confirmed in writing which may be

by facsimile transmission) or in writing, shall describe the Notes to be

purchased pursuant thereto by the Purchasing Agent as principal, and may

specify, among other things, the principal amount of Notes to be purchased, the

interest rate or formula and maturity date or dates of such Notes, the interest

payment dates, if any, the price to be paid to the Company for such Notes, the

initial public offering price at which the Notes are proposed to be reoffered,

and the time and place of delivery of and payment for such Notes (the

"Settlement Date"), whether the Notes provide for a Survivor's Option or for

optional redemption by the Company and on what terms and conditions, and any

other relevant terms. In connection with the resale of the Notes purchased,

without the consent of the Company you are not authorized to appoint subagents

or to engage the service of any other broker or dealer, nor may you reallow any

portion of the discount paid to you by the Company; provided, however, you may

offer Notes you have purchased as principal to any NASD dealer in good standing

at a discount and unless otherwise specified in the applicable pricing

supplement, such discount allowed to any dealer shall not, during the

distribution of the Notes, be in excess of the discount to be received by you

from the Purchasing Agent. Terms Agreements, each of which shall be

substantially in the form of Exhibit E hereto, or as otherwise agreed to between

the

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Company and the Purchasing Agent, may take the form of an exchange of any

standard form of written telecommunication between the Purchasing Agent and the

Company.

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VI.

The Company represents and warrants to the Agents that as of each date

on which the Company accepts an offer to purchase Notes (including any purchase

by the Purchasing Agent as principal, pursuant to a Terms Agreement or

otherwise), as of each date the Company issues and sells Notes and as of each

date the Registration Statement or the Prospectus is amended or supplemented:

(i) each document, if any, filed, or to be filed, pursuant to the Exchange Act

and incorporated by reference in the Prospectus complied when so filed, or will

comply, in all material respects with such Act and the rules and regulations

thereunder; (ii) the Registration Statement (including the documents

incorporated by reference therein), filed with the Commission pursuant to the

Securities Act relating to the Notes, when it became effective, did not contain

any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements therein not

misleading; (iii) each Prospectus, if any, filed pursuant to Rule 424 under the

Securities Act, complied when so filed in all material respects with such Act

and the applicable rules and regulations thereunder; (iv) the Registration

Statement and each Prospectus comply and, as amended or supplemented, if

applicable, will comply in all material respects with the Securities Act and the

applicable rules and regulations thereunder; and (v) the Registration Statement

and each Prospectus relating to the Notes do not and, as amended or

supplemented, if applicable, will not contain any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading; (vi) that (a) no litigation or proceeding shall be threatened or

pending to restrain or enjoin the issuance or delivery of the Notes, or which in

any way questions or affects the validity of the Notes and (b) no stop order

suspending the effectiveness of the Registration Statement shall be in effect,

and no proceedings for such purpose shall be pending before or threatened by the

Commission and there shall have been no material adverse change not in the

ordinary course of business in the consolidated financial condition of the

Company and its subsidiaries, taken as a whole, from that set forth in the

Registration Statement and the Prospectus, each of which conditions shall be met

on the corresponding Settlement Date; (vii) no authorization, consent or

approval of, or registration or filing with, any governmental or public body or

regulatory authority in the United States is required on the part of the Company

for the issuance of the Notes in accordance with the Indenture or the sale of

the Notes in accordance with this Agreement other than the registration of the

Notes under the Securities Act, qualification of the Indenture under the Trust

Indenture Act and compliance with the securities or Blue Sky laws of various

jurisdictions; and (viii) the execution and delivery of the Indenture, the

issuance of the Notes in accordance with the Indenture and the sale of the Notes

pursuant to this Agreement do not and will not contravene any provision of

applicable law or result in any violation by the Company of any of the terms or

provisions of the Certificate of Incorporation or By-Laws of the Company, or any

indenture, mortgage or other agreement or instrument by which the Company is

bound. The above representations and warranties shall not apply to any

statements or omissions made in the Prospectus in reliance upon and in

conformity with information furnished in writing to the Company by you expressly

for use therein. Each acceptance by the Company of an offer for the purchase of

Notes and each issuance of Notes shall be deemed an affirmation by the Company

that the foregoing representations and warranties are true and correct at the

time, as the case may be, of

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such acceptance or of such issuance, in each case as though expressly made at

such time. The representations, warranties and covenants of the Company shall

survive the execution and delivery of this Agreement and the issuance and sale

of the Notes.

Each time the Registration Statement shall be amended by the filing of

a post-effective amendment with the Commission, or the filing by the Company of

a Form 10-K or Form 10-Q pursuant to Section 13 of the Exchange Act, or, if so

agreed in connection with a particular transaction, the Company shall furnish

the Agents with (1) a written opinion, dated the date of such amendment, filing,

or as otherwise agreed, of counsel to the Company, in substantially the form

previously delivered under Section II(b), but modified, as necessary, to relate

to the Registration Statement and the Prospectus as amended or supplemented at

such date; (2) a letter, dated the date of such amendment, filing, or as

otherwise agreed, of Deloitte & Touche LLP, independent auditors, in

substantially the form previously delivered under Section II(c), but modified,

as necessary, to relate to the Registration Statement and the Prospectus as

amended or supplemented at such date; and (3) a certificate, dated the date of

such amendment, filing, or as otherwise agreed and signed by an executive

officer of the Company, in substantially the form previously delivered under

Section II(a), but modified, as necessary, to relate to the Registration

Statement and the Prospectus as amended or supplemented at such date.

VII.

The Company agrees to indemnify and hold harmless you, each person, if

any, who controls (within the meaning of either Section 15 of the Securities Act

or Section 20 of the Exchange Act) you and each of your and such person's

officers and directors against any and all losses, liabilities, costs or claims

(or actions in respect thereof) to which any of them may become subject

(including all reasonable costs of investigating, disputing or defending any

such claim or action), insofar as such losses, liabilities, costs or claims (or

actions in respect thereof) arise out of or in connection with any untrue

statement or alleged untrue statement of a material fact contained in the

Registration Statement or any Prospectus, or any amendment or supplement

thereto, or any omission or alleged omission to state therein a material fact

required to be stated therein or necessary to make the statements therein not

misleading provided: (i) that the Company shall not be liable for any such loss,

liability, cost, action or claim arising from any statements or omissions made

in reliance on and in conformity with written information provided by you to the

Company expressly for use in the Registration Statement or Prospectus or any

amendment or supplement thereto; and (ii) that the Company shall not be liable

to you or any person controlling you with respect to the Prospectus to the

extent any such loss, liability, cost, action or claim to you or such

controlling person results from the fact that you sold Notes to a person to whom

there was not sent or given, at or prior to the earlier of either the mailing or

delivery of the written confirmation of such sale or the delivery of such Notes

to such person, a copy of the Prospectus as then amended or supplemented, if the

Company has previously furnished copies thereof to you; provided that the

foregoing indemnity with respect to any Prospectus shall not inure to the

benefit of any Agent from whom the person asserting any such losses, claims,

damages or liabilities purchased Notes, or any person controlling such Agent, if

a copy of the Prospectus (as then amended or supplemented if the

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Company shall have furnished any amendments or supplements thereto), was not

sent or given by or on behalf of such Agent to such person, if required by law

so to have delivered, at or prior to the written confirmation of the sale of the

Notes to such person, and if the Prospectus (as so amended or supplemented)

would have cured the defect giving rise to such losses, claims, damages or

liabilities unless such failure is the result of noncompliance by the Company

with its obligations under Article III(c) hereof.

Each Agent (including the Purchasing Agent) severally agrees to

indemnify and hold harmless the Company, each person, if any, who controls

(within the meaning of either Section 15 of the Securities Act or Section 20 of

the Exchange Act), the Company, and the Company's and such person's officers and

directors from and against any and all losses, liabilities, costs or claims (or

actions in respect thereof) to which any of them may become subject (including

all reasonable costs of investigating, disputing or defending any such claim or

action), insofar as such losses, liabilities, costs or claims (or actions in

respect thereof) arise out of or in connection with any untrue statement or

alleged untrue statement of a material fact contained in the Registration

Statement or Prospectus, or any amendment or supplement thereto, or any omission

or alleged omission to state therein a material fact necessary to make the

statements therein not misleading, in each case only to the extent that such

untrue statement or alleged untrue statement or omission or alleged omission was

made in the section of the Prospectus entitled "Plan of Distribution" or any

amendment or supplement thereto in reliance on and in conformity with written

information furnished to the Company by you expressly for use therein.

Each Agent (including the Purchasing Agent) severally agrees to

indemnify and hold harmless the Company, the Purchasing Agent, each director and

officer of the Company or of the Purchasing Agent, and each person, if any, who

controls (within the meaning of Section 15 of the Securities Act) the Company

against any and all losses, claims, damages, liabilities, expenses, actions and

demands to which they or any of them may become subject (including all

reasonable costs of investigating, disputing or defending any such claim, action

or demand) under the law of any jurisdiction or which may be made against them

arising out of, or in connection with the breach of such Agent (including the

Purchasing Agent) of any of the terms, conditions, agreements and

representations of Section IV of the Agreement.

If any claim, demand, action or proceeding (including any governmental

investigation) shall be brought or alleged against an indemnified party in

respect of which indemnity is to be sought against an indemnifying party

pursuant to the preceding paragraphs, the indemnified party shall promptly

notify the indemnifying party in writing, and the indemnifying party, upon

request of the indemnified party, shall retain counsel reasonably satisfactory

to the indemnified party to represent the indemnified party and any others the

indemnified party may designate in such proceeding and shall pay the reasonable

fees and expenses of such counsel related to such proceeding. In any such

proceeding, any indemnified party shall have the right to retain its own

counsel, but the reasonable fees and expenses of such counsel shall be at the

expense of such indemnified party unless (i) the indemnifying party and the

indemnified party shall have mutually agreed to the retention of such counsel,

(ii) the indemnifying party has failed within a reasonable time to retain

counsel reasonably

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satisfactory to such indemnified party or (iii) the named parties to any such

proceeding (including any impleaded parties) include both the indemnifying party

and the indemnified party and representation of both parties by the same counsel

would be inappropriate due to actual or potential differing interests between

them. It is agreed that the indemnifying party shall not, in connection with any

proceeding or related proceedings in the same jurisdiction, be liable for the

reasonable fees and expenses of more than one separate law firm (in addition to

local counsel where necessary) for all such indemnified parties. Such firm shall

be designated in writing by the indemnified party. The indemnifying party shall

not be liable for any settlement of any proceeding effected without its written

consent, but if settled with such consent or if there be a final judgment for

the plaintiff, the indemnifying party agrees to indemnify the indemnified party

from and against any loss or liability by reason of such settlement or judgment.

No indemnifying party shall, without the prior written consent of the

indemnified party, effect any settlement of any pending or threatened proceeding

in respect of which any indemnified party is entitled to indemnification

hereunder, unless such settlement includes an unconditional release of such

indemnified party from all liability on claims that are the subject matter of

such proceeding.

The indemnity agreements contained in this Section VII and the

representations and warranties of the Company and you in this Agreement, shall

remain operative and in full force and effect regardless of: (i) any termination

of this Agreement; (ii) any investigation made by an indemnified party or on

such party's behalf or any person controlling an indemnified party or by or on

behalf of the indemnifying party, its directors or officers or any person

controlling the indemnifying party; and (iii) acceptance of and payment for any

of the Notes.

VIII.

Except as provided in Section V hereof, in soliciting purchases of

Notes from the Company, you are acting solely as agent for the Company, and not

as principal. You will make reasonable efforts to assist the Company in

obtaining performance by each purchaser whose offer to purchase Notes has been

accepted by the Company, but you shall not have any liability to the Company in

the event such purchase is not consummated for any reason, other than to repay

to the Company any commission with respect thereto. Except pursuant to a Terms

Agreement, under no circumstances shall you be obligated to purchase any Notes

for your own account.

IX.

This Agreement shall be terminated at any time by either party hereto

upon the giving of five business days written notice of such termination to the

other party hereto. In the event of any such termination, neither party shall

have any liability to the other party hereto, except for obligations hereunder

which expressly survive the termination of this Agreement and except that, if at

the time of termination an offer for the purchase of Notes shall have been

accepted by the Company but the time of delivery to the purchaser or his agent

of the Note or Notes relating thereto shall not yet have occurred, the Company

shall have the obligations provided herein with respect to such Note or Notes.

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Unless specifically set forth in a Terms Agreement, a Terms Agreement

shall not be subject to termination. The termination of this Agreement shall not

require termination of any agreement by the Purchasing Agent to purchase Notes

as principal, and the termination of any Terms Agreement shall not require

termination of this Agreement.

If this Agreement is terminated, the last sentence of the second

paragraph of Section IV(a), Section III(c), (d) and (e), Section VII, and the

first paragraph of Section XIV shall survive; provided that if at the time of

termination of this Agreement an offer to purchase Notes has been accepted by

the Company but the time of delivery to the purchaser or its agent of such Notes

has not occurred, the provisions of Section III(a) and (b), Section IV(b) and

Section V shall also survive until time of delivery.

X.

Except as otherwise specifically provided herein, all statements,

requests, notices and advices hereunder shall be in writing, or by telephone if

promptly confirmed in writing, and if to you shall be sufficient in all respects

if delivered in person or sent by telex, facsimile transmission (confirmed in

writing), or registered mail to you at your address, telex or telecopier number

set forth below by your signature and if to the Company shall be sufficient in

all respects if delivered or sent by telecopier or registered mail to the

Company at 200 Renaissance Center, Detroit, Michigan 48265, telecopier number

313-665-6308, marked for the attention of the Secretary. All such notices shall

be effective on receipt.

XI.

This Agreement shall be binding upon you and the Company, and inure

solely to the benefit of you and the Company and any other person expressly

entitled to indemnification hereunder and the respective personal

representatives, successors and assigns of each, and no other person shall

acquire or have any rights under or by virtue of this Agreement.

XII.

This Agreement shall be governed by and construed in accordance with

the substantive laws of the State of New York. Each party to this Agreement

irrevocably agrees that any legal action or proceeding against it arising out of

or in connection with this Agreement or for recognition or enforcement of any

judgment rendered against it in connection with this Agreement may be brought in

any Federal or New York State court sitting in the Borough of Manhattan, and, by

execution and delivery of this Agreement, such party hereby irrevocably accepts

and submits to the jurisdiction of each of the aforesaid courts in personam,

generally and unconditionally with respect to any such action or proceeding for

itself and in respect of its property, assets and revenues. Each party hereby

also irrevocably waives, to the fullest extent permitted by law, any objection

which it may now or hereafter have to the laying of venue of any such action or

proceeding brought in any such court and any claim that any such action or

proceeding has been brought in an inconvenient forum.

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<PAGE>

XIII.

If this Agreement is executed by or on behalf of any party, such person

hereby states that at the time of the execution of this Agreement he has no

notice of revocation of the power of attorney by which he has executed this

Agreement as such attorney.

XIV.

The Company will pay the expenses incident to the performance of its

obligations under this Agreement, including: (i) the preparation and filing of

the Registration Statement; (ii) the preparation, issuance and delivery of the

Notes; (iii) the fees and disbursements of the Company's auditors, of the

Trustee and its counsel and of any paying or other agents appointed by the

Company; (iv) the printing and delivery to you in quantities as hereinabove

stated of copies of the Registration Statement and the Prospectus; (v) if the

Company lists Notes on a securities exchange, the costs and fees of such

listing; and (vi) any fees charged by rating agencies for the rating of the

Notes.

The Purchasing Agent will pay the reasonable fees and disbursements of

Davis Polk & Wardwell, counsel for the Agents (including "Blue Sky" fees and

disbursements).

This Agreement may be executed by each of the parties hereto in any

number of counterparts, and by each of the parties hereto on separate

counterparts, each of which counterparts, when so executed and delivered, shall

be deemed to be an original, but all such counterparts shall together constitute

but one and the same instrument.

If the foregoing is in accordance with your understanding, please sign

and return to us a counterpart hereof, and upon acceptance hereof by you, this

letter and such acceptance hereof shall constitute a binding agreement between

the Company and you.

Very truly yours,

GENERAL MOTORS ACCEPTANCE CORPORATION

By:

----------------------------------

Title:

--------------------------------

Confirmed and accepted

as of the date first above

written:

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<PAGE>

EXHIBIT A

Opinion of Company Counsel

_________ __, 2005

Banc of America Securities LLC

Citigroup Global Markets Inc.

LaSalle Financial Services, Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Morgan Stanley & Co. Incorporated

RBC Dain Rauscher Inc.

UBS Financial Services Inc.

Wachovia Securities LLC

c/o LaSalle Financial Services, Inc.

327 Plaza Real

Suite 225

Boca Raton, Florida 33432

Ladies and Gentlemen:

I am issuing this letter in my capacity as Assistant General Counsel for General

Motors Acceptance Corporation (the "Corporation") in response to the

requirements of the Selling Agent Agreement dated _________ __, 2005 (the

"Selling Agent Agreement") by and among the Corporation and LaSalle Financial

Services, Inc., Banc of America Securities LLC, Citigroup Global Markets Inc.,

L.P., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.,

Incorporated, RBC Dain Rauscher Inc., UBS Financial Services Inc. and Wachovia

Securities LLC (the "Agents"), named in the Selling Agent Agreement. The Selling

Agent Agreement relates to the offering (the "Offering") of SmartNotes of the

Corporation (the "Offered Securities"). Every term which is defined or given a

special meaning in the Selling Agent Agreement and which is not given a

different meaning in this letter has the same meaning whenever it is used in

this letter as the meaning it is given in the Selling Agent Agreement.

In connection with the preparation of this letter, I have among other

things read:

(a) the Registration Statement on Form S-3 (Registration No.

333-XXXXXX) filed by the Corporation with the Securities and

Exchange Commission (the "Commission") for the purpose of

registering the Offering under the Securities Act of 1933, as

amended (the "Securities Act") (which registration statement,

as amended and including the information incorporated therein

by reference, and as constituted at the time it became

effective, is herein called the "Registration Statement");

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<PAGE>

(b) the Prospectus of the Corporation dated September ___, 2005

(which Prospectus, including the information incorporated

therein by reference, is herein called the "Prospectus");

(c) the Indenture, dated as of September 24, 1996 (the

"Indenture"), by and between the Corporation and JPMorgan

Chase Bank, N.A., as trustee (the "Trustee"), and the First

Supplemental Indenture thereto, dated January 1, 1998 (the

"First Supplemental Indenture");

(d) an executed copy of the Selling Agent Agreement;

(e) specimens of the Offered Securities;

(f) the corporate proceedings of the Corporation relating to the

execution and delivery of the Indenture, the Selling Agent

Agreement and the Offered Securities;

(g) a copy of the Certificate of Incorporation of the Corporation,

as amended, certified as of a recent date by the Secretary of

State of Delaware;

(h) a copy of the By-Laws of the Corporation; and

(i) copies of all certificates and other documents delivered today

in connection with the consummation of the Offering.

In addition, I have examined and relied on the originals or copies

certified or otherwise identified to my satisfaction of all such corporate

records of the Corporation and such other instruments and certificates of public

officials, officers and representatives of the Corporation and such other

persons, and I have made such investigations of law as I have deemed appropriate

as a basis for the opinions expressed below. I have assumed that there has been

no relevant change or development between the dates as of which the information

cited in the preceding sentence was given and the date of this letter and that

the information upon which I have relied is accurate and does not omit

disclosures necessary to prevent such information from being misleading.

Subject to the assumptions, qualifications and limitations which are

identified in this letter, I advise you that:

(i) the Corporation is validly existing as a corporation and

in good standing and duly incorporated under the laws of the State of

Delaware and is duly qualified to transact business and is in good

standing in each jurisdiction in which the conduct of its business or

the ownership of its property requires such qualification, except where

the failure to be so qualified or be in good standing, individually or

in the aggregate, would not have a material adverse effect on the

Corporation and its subsidiaries taken as a whole;

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<PAGE>

(ii) the Indenture has been duly authorized, executed and

delivered by the Corporation, is a valid and binding agreement of the

Corporation, enforceable against the Corporation, and has been duly

qualified under the Trust Indenture Act of 1939, as amended (the

"TIA");

(iii) the Offered Securities, when executed and authenticated

in accordance with the provisions of the Indenture and delivered to and

paid for by the Agents as contemplated by the Selling Agent Agreement,

will be entitled to the benefits of the Indenture and will be valid and

binding obligations of the Corporation, enforceable against the

Corporation, assuming the due authorization, execution and delivery by

the Trustee of the Indenture and the due authentication and delivery of

the Offered Securities by the Trustee in accordance with the Indenture;

(iv) the Selling Agent Agreement has been duly authorized,

executed and delivered by the Corporation, is a valid and binding

agreement of the Corporation and enforceable against the Corporation;

(v) no authorization, consent or approval of, or registration

or filing with, any governmental or public body or regulatory authority

is required on the part of the Corporation for the issuance of the

Offered Securities in accordance with the Indenture or the sale of the

Offered Securities in accordance with the Selling Agent Agreement,

other than the registration of the Offered Securities under the

Securities Act, qualification of the Indenture under the TIA, the

listing of the Offered Securities and compliance with any laws of any

foreign jurisdiction or the state securities or "blue sky" laws of

various jurisdictions;

(vi) the issuance of the Offered Securities in accordance with

the Indenture and the sale of the Offered Securities pursuant to the

Selling Agent Agreement, do not and will not contravene any provision

of applicable law (except I express no opinion in this paragraph as to

compliance with any disclosure requirement or any prohibition against

fraud or misrepresentation or as to whether performance of any

indemnification or contribution provisions would be permitted) or

result in any violation by the Corporation of any of the terms or

provisions of the certificate of incorporation or by-laws of the

Corporation or of any material indenture, mortgage or other agreement

or instrument known to me, by which the Corporation is bound (except

that I express no opinion as to compliance with any financial tests or

cross-default provision in any such agreement);

(vii) the statements in the Prospectus under "Description of

Notes" insofar as such statements constitute summaries of the documents

or proceedings referred to therein, fairly present in all material

respects the information called for with respect to such documents and

proceedings; and

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<PAGE>

(viii) each document filed pursuant to the Securities Exchange

Act of 1934, as amended (the "Exchange Act") (except as to financial

statements contained therein, as to which I do not express any opinion)

and incorporated by reference in the Prospectus complied when so filed,

or at the time of any amendment, as to form in all material respects

with the Exchange Act and the rules and regulations thereunder.

With respect to paragraph (viii) above, my opinion is based upon the

participation by one or more attorneys, who are members of the General Motors

Acceptance Corporation Legal Staff with whom I have worked, in the preparation

of the Registration Statement and the Prospectus and review and discussion of

the contents thereof and upon my general review and discussion of the answers

made and information furnished therein with such attorneys, certain officers of

the Corporation and its auditors, but is without independent check or

verification except as stated herein.

***********

Except as set forth in paragraph (vii) above, I make no representation

that I have independently verified the accuracy, completeness or fairness of the

statements contained in the Registration Statement or the Prospectus or that the

actions taken in connection with the preparation of the Registration Statement

or the Prospectus were sufficient to cause the Prospectus or Registration

Statement to be accurate, complete or fair (including the actions described in

the next paragraph).

I have participated in the preparation of the Registration Statement

and the Prospectus. During the course of such preparation, I have examined

various documents, including those listed at the beginning of this letter, and

have participated in various conferences with representatives of and other

counsel of the Corporation, and with representatives of the independent

accountants for the Corporation and representatives of and counsel to the

Agents, at which conferences the contents of the Registration Statement and the

Prospectus (and the documents incorporated therein by reference) were reviewed

and discussed.

Based on my participation in the conferences and discussions identified above,

my understanding of applicable law and the experience that I have gained in the

practice thereunder, and relying as to factual matters to the extent deemed

appropriate by me upon the representations and statements of officers and other

representatives of the Corporation, and without independent check or

verification, except as stated, (i) it is my opinion that each document filed

pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by

reference in the Prospectus, appears on their face to be appropriately

responsive in all material respects to the requirements of such Act and the

rules and regulations thereunder, (ii) nothing has come to my attention that

causes me to believe that, insofar as relevant to the offering of the Offered

Securities, each part of the Registration Statement (including the documents

incorporated by reference therein), filed with the Commission pursuant to the

Securities Act of 1933, as amended, relating to the Corporation's Offered

Securities, when such part became effective,

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<PAGE>

contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they are made, not misleading, (iii)

it is my opinion that the Registration Statement and the Prospectus appear on

their face to be appropriately responsive in all material respects to the

requirements of the Securities Act of 1933, as amended, and the rules and

regulations of the Commission thereunder and (iv) nothing has come to my

attention that causes me to believe that, insofar as relevant to the offering of

the Offered Securities, (a) on the date of the Underwriting Agreement, the

Registration Statement as supplemented by the Prospectus Supplement, or the

Prospectus contained any untrue statement of a material fact or omitted to state

a material fact required to be stated therein or necessary to make the

statements therein not misleading or (b) the Prospectus contains any untrue

statement of a material fact or omits to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. In expressing the foregoing opinion and

belief, I have not been called to pass upon, and I express no opinion or belief

as to, the financial statements or financial schedules or other financial or

statistical data included in the Registration Statement or the Prospectus or the

Statement of Eligibility of the Trustee on Form T-1 and are not passing on the

adequacy or accuracy of the derivation or compilation from the Corporation's

accounting records or other sources of the financial or statistical data

included in the Registration Statement or Prospectus.

************

I have assumed for purposes of this letter the following: each document

I have reviewed for purposes of this letter is accurate and complete, each such

document that is an original is authentic, each such document that is a copy

conforms to an authentic original and all signatures on each such document are

genuine (except that I make no such assumption in respect to the Selling Agent

Agreement); that the Selling Agent Agreement and every other agreement I have

examined for purposes of this letter constitutes a valid and binding obligation

of each party to that document and that each such party has satisfied all legal

requirements that are applicable to such party to the extent necessary to

entitle such party to enforce such agreement (except that I make no such

assumption with respect to the Corporation); and that you have acted in good

faith and without notice of any fact which has caused you to reach any

conclusion contrary to any of the conclusions provided in this letter.

In preparing this letter I have relied without independent verification

upon the following: (i) information contained in certificates obtained from

governmental authorities; (ii) factual information represented to be true in the

Selling Agent Agreement and other documents specifically identified at the

beginning of this letter as having been read by me; (iii) factual information

provided to me by the other representatives of the Corporation; and (iv) factual

information I have obtained from such other sources as I have deemed reasonable.

I have assumed that the information upon which I have relied is accurate and

does not omit disclosures necessary to prevent such information from being

misleading. For purposes of numbered paragraph (i), I have relied exclusively

upon a certificate issued by a governmental authority in

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<PAGE>

the relevant jurisdiction and such opinion is not intended to provide any

conclusion or assurance beyond that conveyed by such certificate. I have not

undertaken any investigation or search of court records for purposes of this

letter.

I confirm that I do not have knowledge that has caused me to conclude

that my reliance and assumptions cited in the two immediately preceding

paragraphs are unwarranted. Whenever this letter provides advice about (or based

upon) my knowledge of any particular information or about any information which

has or has not come to my attention such advice is based entirely on my

conscious awareness at the time this letter is delivered on the date it bears.

My advice on every legal issue addressed in this letter is based

exclusively on the General Corporation Law of the State of Delaware or the

federal law of the United States. I express no opinion with respect to any state

securities or "blue sky" laws or regulations, any foreign laws, statutes,

governmental rules or regulations or any laws, statutes governmental rules or

regulations which in my experience are not applicable generally to transactions

of the kind covered by the Selling Agent Agreement. None of the opinions or

other advice contained in this letter considers or covers (i) any financial

statements or supporting schedules (or any notes to any such statements or

schedules) or other financial or statistical information set forth or

incorporated by reference in (or omitted from) the Registration Statement or the

Prospectus or (ii) any rules and regulations of the National Association of

Securities Dealers, Inc. relating to the compensation of underwriters.

My advice on each legal issue addressed in this letter represents my

opinion as to how that issue would be resolved were it to be considered by the

highest court of the jurisdiction upon whose law my opinion on that issue is

based. The manner in which any particular issue would be treated in any actual

court case would depend in part on facts and circumstances particular to the

case, and this letter is not intended to guarantee the outcome of any legal

dispute which may arise in the future.

My opinion in paragraphs (ii), (iii) and (iv) are subject to the

reservations and qualifications that enforcement may be limited or affected by

bankruptcy, insolvency, reorganization, arrangement, moratorium, or other

similar laws relating to or affecting the rights of creditors generally, and by

general principles of equity, regardless of whether such enforceability is

considered in a proceeding in equity or at law, and that rights to indemnity

under the Selling Agent Agreement may be limited under applicable U.S. Federal

or state law.

This letter speaks as of the time of its delivery on the date it bears.

I do not assume any obligation to provide you with any subsequent opinion or

advice by reason of any fact about which I did not have knowledge at that time,

by reason of any change subsequent to that time in any law other governmental

requirement or interpretation thereof covered by any of my opinions or advice,

or for any other reason.

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<PAGE>

This letter may be relied upon by the Agents only for the purpose

served by the provision in the Selling Agent Agreement cited in the initial

paragraph of this letter in response to which it has been delivered. Without my

written co