AMENDED AND RESTATED MASTER SERVICES AGREEMENT between GMAC LLC AND GENERAL MOTORS CORPORATION Dated as of May 22, 2009

CONFIDENTIAL TREATMENT

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Exhibit 10.5

AMENDED AND RESTATED

MASTER SERVICES AGREEMENT

between

GMAC LLC

AND

GENERAL MOTORS CORPORATION

Dated as of May 22, 2009

CONFIDENTIAL TREATMENT

[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission

TABLE OF CONTENTS

Exhibits

Exhibit A – Excluded Exposures

Exhibit B – Form of Opt In Letter

Schedules

Schedule 1 – Specified Integrated Agreements

Schedule 2 – Specified Offset Agreements

CONFIDENTIAL TREATMENT

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AMENDED AND RESTATED MASTER SERVICES AGREEMENT

This Amended and Restated Master Services Agreement (“ Agreement ”) is dated as of May 22, 2009, and is made effective as of December 29, 2008, by and between General Motors Corporation, a Delaware corporation (“ GM ”), and GMAC LLC, a Delaware limited liability company (“ GMAC ”).

Recitals

A. GM, directly and through its Subsidiaries, is a worldwide manufacturer, distributor, marketer, and seller of motor vehicles and related goods and services (“ GM Products ”).

B. GMAC is a worldwide diversified financial services company that directly, and through its Subsidiaries, provides automotive and non-automotive finance and lease, insurance, banking, mortgage lending, and other services to a variety of affiliated and unaffiliated, consumer and commercial customers.

C. GM and GMAC provide significant services and resources to each other as provided in the Specified Integrated Agreements and other agreements. The interrelated transactions and dealings between GM and/or its Subsidiaries on the one hand and GMAC and/or its Subsidiaries on the other hand (“ Dealings ”) contribute significantly to the success of GM and GMAC, usually generating efficiencies and enhanced results for each of them, including business opportunities and referrals, data and resource sharing, economies of scale, leveraging staff expertise, and administrative conveniences. These efficiencies flow from four aspects of their relationship: (1) the formal ownership structure that has existed historically, resulting in tax, legal, and administrative efficiencies; (2) propinquity – their history, familiarity, proximity, and common corporate culture and industry experience – allowing informal and simplified interactions; (3) sound business practices, including economies of scale and leveraging of resources, including infrastructure sharing; and (4) their “shared” or “common” customers ( i.e. , GM Dealers and purchasers of GM Products). Combined, these efficiencies result in highly valuable and significant organizational, operational, business, and financial synergies (“ Synergies ”). Although specific aspects of the Dealings may benefit one party more than the other from time to time, the Synergies produce net positive effects for GM and GMAC jointly and individually.

D. The parties entered into the Specified Integrated Agreements to establish the terms and conditions under which the parties thereto provide various services as set forth therein, including that certain Master Services Agreement, dated as of November 30, 2006 (as amended, supplemented and otherwise modified prior to the date hereof, the “ Original MSA ”), which, among other things, established certain terms and conditions that apply to the Specified Integrated Agreements.

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E. On December 24, 2008, in connection with the conversion of GMAC Bank, a wholly owned Subsidiary of GMAC, from a Utah industrial loan company to a Utah commercial bank, the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”) approved (the “ Approval ”) the application of GMAC to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “ BHC Act”) . Pursuant to a letter agreement entered into between GM and GMAC, dated as of December 29, 2008 (the “ Letter Agreement ”), in connection with the Approval, GM and GMAC agreed to amend and restate the Original MSA and certain of the other Specified Integrated Agreements in accordance with the terms set forth in the Letter Agreement.

F. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein provided, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties agrees that the Original MSA is hereby amended and restated in its entirety to read as follows:

Agreement

SECTION 1. Definitions . The words in this Agreement have the meanings usually and customarily ascribed to them in commercial contracts, except that words that are defined below or elsewhere in this Agreement have the respective meanings ascribed to such words below or elsewhere in this Agreement:

“ Asset Carve Out Agreement ” means an agreement dated as of November 22, 2006 among Central Originating Lease, LLC, Capital Auto Receivables LLC, Lease Ownership Cooperative LLC, Certificate Ownership Cooperative LLC, GMAC, and GM, as such agreement may be amended or amended and restated or otherwise modified from time to time.

“ Bankruptcy Code ” means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq ., as amended from time to time.

“ Canada Advance Payment Agreement ” means that certain Amended and Restated In-Transit Vehicle Agreement, dated as of May 22, 2009, between General Motors of Canada Limited and General Motors Acceptance Corporation of Canada, Limited, as such agreement may be amended, amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

“ Canada Consumer Agreement ” means the Amended and Restated Canada Consumer Financing Services Agreement dated as of May 22, 2009 among General Motors of Canada Limited, GM, GMAC and General Motors Acceptance Corporation of Canada, Limited, as such agreement may be amended or amended and restated or otherwise modified from time to time.

“ Canadian OPEB Assumption Agreement ” means the Assumption Agreement with respect to Canada executed by GM on November 1, 2006, as such agreement may be amended or amended and restated or otherwise modified from time to time, related to GM’s assumption of GMAC’s Canadian OPEB liabilities as required by Section 5.02 of the Employee Matters Agreement dated April 2, 2006.

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“ Cap ” or “ Caps ” means, individually or collectively, as the case may be, each monetary limitation set forth in Section 4(a) and 4(b) with respect to the applicable Measured Exposures.

“ Capital ” means, as of any date with respect to GMAC, the sum of the amount of “tier 1 capital” plus the amount of “tier 2 capital” of GMAC, as reported by GMAC prior to such date in its then most recent report on Form 10-K or Form 10-Q filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or, if such amounts are not reported in such report, as disclosed by GMAC to GM subject to reasonable confidentiality terms to be mutually agreed upon prior to disclosure by GMAC).

“ Control ”, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the term “Controlled” has a correlative meaning.

“ Dealer Financing Service Agreement ” means the Amended and Restated Dealer Financing Service Agreement dated as of May 22, 2009 by and between GM and GMAC, as such agreement may be amended or amended and restated or otherwise modified from time to time.

“ Designated Commitments to Pay ” means collectively, each of the “Existing Commitments to Pay” and “Revised Commitments to Pay”, as such terms are defined in the U.S. Advance Payment Agreement, with respect to the GM Dealers that are designated dealers under the U.S. Advance Payment Agreement.

“ Designated GM Domestic Entity ” or “ Designated GM Domestic Entities ,” means, individually or collectively, as the case may be, GM and each of its Subsidiaries incorporated, domiciled or that has or have a principal place of business in the United States or any territory thereof, whether now existing or formed or acquired after the date hereof, that is a party to or has opted into one or more Specified Offset Agreements.

“ Effective Date ” means December 29, 2008.

“ Employee Leasing Agreement ” means the Amendment and Supplementary Agreement to the Fleet Management Master Agreement dated as of November 29, 2006 between Master Lease Germany GmbH and Adam Opel GmbH, as such agreement may be amended or amended and restated or otherwise modified from time to time.

“ European Remarketing Agreement ” means the European Remarketing Agreement dated as of November 29, 2006 between General Motors Europe AG and Masterlease Limited, together with any related implementing agreements, as such agreements may be amended or amended and restated or otherwise modified from time to time.

“ Excluded Exposures ” means [***].

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“ GM Dealer ” means an existing or future dealer or distributor of GM Products, including any dealer that is wholly- or partially-owned by GM or any of its Subsidiaries.

“ GM Domestic Entity ” or “ GM Domestic Entities ” means, individually or collectively, as the case may be, each GM Entity incorporated, domiciled or that has a principal place of business in the United States or any territory thereof.

“ GM Entity ” or “ GM Entities ” means, individually or collectively, as the case may be, GM and each of its Subsidiaries, including any Subsidiaries formed or acquired after the date of this Agreement.

“ GMAC Debt Facilities ” means (i) the UK Facility and (ii) each other credit facility provided by any GMAC Entity to any GM Entity at any time that is secured by a lien on the assets of any GM Entity pursuant to a security agreement that has been approved by the Treasurer of GM.

“ GMAC Entity ” or “ GMAC Entities ” means, individually or collectively, as the case may be, GMAC and each of its Subsidiaries, including any Subsidiaries formed or acquired after the date of this Agreement.

“ GMACI ” means GMAC Insurance Holdings, Inc., a Delaware corporation.

“ Governmental Authority ” means any international, supranational, national, federal, state, territorial, provincial, or local court, government, department commission, board, bureau, agency, official, or other regulatory, administrative or governmental authority.

“ Including ,” “ included ,” and derivatives thereof means including or included, as the case may be, without limitation.

“ Insurance Services Agreement ” means the Insurance Services Agreement dated as of November 30, 2006 between GM and GMACI, as such agreement may be amended or amended and restated or otherwise modified from time to time.

“ Interest Rate and Currency Swap ” means the ISDA Interest Rate and Currency Exchange Agreement between GM and GMAC dated December 30, 1992 and as such agreement may be amended or amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto, but solely with respect to swaps between GM and GMAC pursuant to section 2.1(b)(viii) of the Asset Carve Out Agreement.

“ IO Consumer Finance Agreement ” means the Amended and Restated International Consumer Financing Services Agreement dated as of May 22, 2009 between GM and GMAC, as such agreement may be amended or amended and restated or otherwise modified from time to time.

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“ LIBO Rate ” means, for any day, the rate that appeared as the rate for deposits in U.S. dollars for a one-month period on the Bloomberg “BBAM1” screen displaying British Bankers’ Association Interest Settlement Rates (or on any successor or substitute Bloomberg screen providing rate quotations comparable to those currently provided on the Bloomberg “BBAM1” screen for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market, or, if Bloomberg shall cease to provide any such screen, on the Reuters “LIBOR01” screen displaying British Bankers’ Association Interest Settlement Rates) at approximately 11:00 a.m., London time, on such day (or, if such day is not a business day in London on which such rate is published, on the then most recent day that was a business day in London on which such rate was published).

“ Marketing Service Agreement ” means the Marketing Service Agreement dated as of November 30, 2006 by and between GM and GMAC, as such agreement may be amended or amended and restated or otherwise modified from time to time.

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“ Outstanding Commitment Reduction Amount ” means, at any time, the aggregate amount of the Commitment Reductions made pursuant to Section 4(c) prior to such time [***].

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any Governmental Authority.

“ Prepaid Exposure Reduction Cash Payment Amount ” means, at any time, the aggregate amount of all Exposure Reduction Cash Payments made pursuant to Section 4(c) (and all similar payments made pursuant to Section 4(c) of the Original MSA) prior to such time, less (i) [***] and (ii) the aggregate amount of cash payments to GM Entities pursuant to Section 4(e) prior to such time.

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“ Purchase and Sale Agreement ” means the Purchase and Sale Agreement, dated as of April 2, 2006, among GM, GMAC, GM Finance Co. Holdings Inc., and FIM Holdings LLC, as such agreement may be amended or amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

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“ Residual Liability Payout Agreement ” means the Residual Liability Payout Agreement dated as of May 1, 2006 among GM, Saab Cars USA, Inc., Saturn Corporation, GMAC (then known as General Motors Acceptance Corporation), GMAC Automotive Bank and Saab Financial Services Corp., as such agreement may be amended or amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

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“ Specified Integrated Agreements ” means, collectively, each of the agreements set forth on Schedule 1 hereto, as such schedule may be amended, amended and restated, or otherwise modified from time to time in accordance with this Agreement, and any exhibits, schedules, and addenda thereto.

“ Specified Offset Agreements ” means, collectively, each of the agreements set forth on Schedule 2 hereto, as such Schedule may be amended, amended and restated, or otherwise modified from time to time in accordance with this Agreement, and any exhibits, schedules, and addenda thereto and any implementing agreements entered into by any GMAC Entity with any GM Entity under such Agreements.

“ Subsidiary ” means, with respect to any Person, any other Person of which a majority of the voting interests is owned, directly or indirectly, by such Person, excluding any Person located in China or India and with respect to GM, excluding the GMAC Entities and GM Daewoo Automotive & Technology Company located in Korea and its subsidiaries located in Korea and Vietnam.

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“ UK Facility ” means the credit facility established under the Master Agreement for Supply of Vehicles dated as of February 27, 2006 between General Motors UK Limited (formerly known as Vauxhall Motors Limited) and GMAC UK PLC, as such agreement may be amended or amended and restated or otherwise modified from time to time.

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“ U.S. Advance Payment Agreement ” means that certain Second Amended and Restated Agreement for Advance Payment of Wholesale Vehicle Obligations, dated as of May 22, 2009, between GM and GMAC, as such agreement may be amended, amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

“ U.S. Consumer Agreement ” means the Amended and Restated United States Consumer Financing Services Agreement dated as of May 22, 2009 between GM and GMAC, as such agreement may be amended, amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

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“ Vehicle Service Contract Premium and Claim Payment Agreement ” means the Vehicle Service Contract Premium and Claim Payment Agreement dated as of May 1, 2006 among GM, GMAC (then known as General Motors Acceptance Corporation) and GMACI, as such agreement may be amended, amended and restated or otherwise modified from time to time, and any exhibits, schedules, and addenda thereto.

SECTION 2. Integration .

(a) Each of the parties to this Agreement represents, warrants, covenants, and agrees that this Agreement and the other Specified Integrated Agreements comprise a single, unitary, indivisible, and non-severable agreement governing the operational arrangements between the GM Entities on the one hand and the GMAC Entities on the other hand. For example and for illustrative purposes only, GMAC will not be able to fully perform its obligations under the Dealer Financing Service Agreement if GM fails to perform its obligations under the Marketing Service