Execution Version

MEMBERSHIP INTEREST SUBSCRIPTION AGREEMENT dated as of December 29, 2008 (this "Agreement") between GMAC LLC, a Delaware limited liability company (the "Company"), GENERAL MOTORS CORPORATION ("GM") and FIM HOLDINGS LLC ("FIM").

BACKGROUND

WHEREAS, GM and FIM, respectively, wishes to subscribe for and purchase, and the Company desires to issue and sell, the GM Interest (as hereinafter defined) and FIM Interest (as hereinafter defined), respectively, on the terms and subject to the conditions set forth herein; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Operating Agreement of GMAC, dated as of November 30, 2006, as amended (the "LLC Agreement").

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
THE INTERESTS

Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to GM and FIM, respectively, and GM and FIM, respectively, agrees to purchase from the Company, the GM Interest and FIM Interest, respectively, for the aggregate GM Purchase Price and aggregate FIM Purchase Price, respectively, on the Closing Date. The GM Interest and FIM Interest shall be issued to each of GM and FIM, respectively, pursuant to Article II hereof and shall be subject to the terms and provisions of the LLC Agreement. The obligations of GM and FIM herein shall be several and not joint.

ARTICLE II
PURCHASE AND SALE

Section 2.1 Purchase and Sale.

(a) Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to FIM, and FIM agrees to purchase from the Company, at the Closing, a number of Class A Membership Interests up to 137,680 Class A Membership Interests (the "FIM Interest"), which actual number to be purchased (in excess of 53,992 Class A Membership Interests, if any) shall be in the sole discretion of FIM and set forth in a Section 6.1 Notice (as defined below);provided that the FIM Interest shall not be less than 53,992 Class A Membership Interests. Each such Class A Membership Interest shall be purchased by FIM for a purchase price equal to$4,630 per Class A Membership Interest (the "FIM Purchase Price").

(b) Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to GM, and GM agrees to purchase from the Company, at the Closing, a number of Class B Membership Interests equal to 215,968 Class B Membership Interests less the number of Class A Membership Interests set forth in the Section 6.1 Notice of FIM in excess of 53,992 (the "GM Interest"). Each such Class B Membership Interest shall be purchased by GM for a purchase price equal to$4,630 per Class B Membership Interest (the "GM Purchase Price"), and shall be issued by the Company to GM Finance Co. Holdings LLC, on behalf of GM.

Section 2.2 Payment of Purchase Price; Closing. The Company will deliver the FIM Interest and GM Interest to FIM and GM, respectively, against payment by or on behalf of FIM and GM, respectively, of the aggregate FIM Purchase Price and aggregate GM Purchase Price, respectively and in each case, as set forth above in Section 2.1, by wire transfer in immediately available funds to the account designated by the Company on Annex A. The time and date of such delivery and payment shall be 9 a. m., New York City time, on January 16, 2009 or such other date or time as the parties shall mutually agree (such time being referred to herein as the "Closing Date," and the closing of the transactions contemplated by this Agreement, the "Closing"). The Closing shall take place at the offices of Wachtell, Lipton, Rosen& Katz, 51 W. 52nd St., New York, New York 10019, at which time the parties shall make the deliveries described below.

(a) Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to each of GM and FIM, a certificate, dated the Closing Date, of an executive officer of the Company, certifying that, as of such date, the representations and warranties of the Company contained herein are accurate, true and correct with the same force and effect as though made on and as of such date and that the books and records of the Company have been adjusted to reflect the issuance of the GM Interest to GM Finance Co. Holdings LLC and the FIM Interest to FIM.

(b) Deliveries by GM. At the Closing, GM shall deliver or cause to be delivered the following to the Company: (i) the aggregate GM Purchase Price; (ii) a certificate, dated the Closing Date, of an executive officer of GM, certifying that, as of such date, the representations and warranties of GM are accurate, true and correct with the same force and effect as though made on and as of such date.

(c) Deliveries by FIM. At the Closing, FIM shall deliver or cause to be delivered the following to the Company: (i) the aggregate FIM Purchase Price; (ii) a certificate, dated the Closing Date, of an executive officer or other authorized signatory of FIM, certifying that, as of such date, the representations and warranties of FIM are accurate, true and correct with the same force and effect as though made on and as of such date.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each of GM and FIM as of the date hereof and as of the Closing that:

Section 3.1 Due Organization. The Company has been duly formed and is validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware.

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