ADDITIONAL NOTE

EXHIBIT 10.6 ADDITIONAL NOTE

          FOR VALUE RECEIVED, GENERAL MOTORS CORPORATION, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of the UNITED STATES DEPARTMENT OF THE TREASURY (the "Lender"), at the principal office of the Lender in Washington, D.C. in lawful money of the United States, and in immediately available funds, the principal sum of $748,557,640 on December 30, 2011, and to pay interest on the unpaid principal amounts of such principal sum, at such office, in like money and funds, for the period commencing on December 31, 2008 until such principal sum is paid in full, at the rate per annum equal to LIBOR plus 3.00%, payable in arrears (i) on the last Business Day of each calendar quarter, commencing with the first calendar quarter in 2009 (each an "Interest Payment Date") and (ii) on payment or prepayment of the Additional Note, in whole or in part, in the amount of interest accrued on the amount paid or prepaid. "LIBOR" shall mean the greater of (a) 2.00% and (b) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to three months appearing on Reuters Screen LIBOR01 Page or if such rate ceases to appear on Reuters Screen LIBOR01 Page, on any other service providing comparable rate quotations at approximately 11:00 a.m., London time. LIBOR shall be determined on December 31, 2008 and reset on each Interest Payment Date.           The date, amount and interest rate of each such principal payment made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Additional Note, endorsed by the Lender on a schedule to be attached hereto; provided, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Loan and Security Agreement dated as of December 31, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, the "Loan Agreement") or hereunder.           This Additional Note is the Additional Note referred to in the Warrant Agreement dated as of December 31, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, the "Warrant Agreement"), between the Borrower and the United States Department of the Treasury, as Lender.           The Borrower agrees to pay all the Lender’s costs of collection and enforcement (including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this Additional Note when incurred, including, without limitation, reasonable attorneys’ fees through appellate proceedings.           The Borrower hereby acknowledges, admits and agrees that the Borrower’s obligations under this Additional Note are recourse obligations of the Borrower to which the Borrower pledges its full faith and credit.

          The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this Additional Note, (b) expressly agree that thi