AMENDED AND RESTATED DEFINITIVE TRANSACTION FRAMEWORK AGREEMENT BY AND AMONG GENERAL MOTORS LLC, State Street Bank and Trust CompanY, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND PRUDENTIAL FINANCIAL, INC. October 31, 2012Definitive Transaction Framework Agreement • February 15th, 2013 • General Motors Co • Motor vehicles & passenger car bodies • New York
This AMENDED AND RESTATED DEFINITIVE TRANSACTION FRAMEWORK AGREEMENT (this “Agreement”) is dated as of October 31, 2012 (the “DTFA Restatement Date”), and is effective as of May 30, 2012 (the “DTFA Execution Date”) by and among The Prudential Insurance Company of America, a New Jersey life insurance company (the “Insurer”), Prudential Financial, Inc., a New Jersey corporation (“Insurer Parent”), General Motors LLC, a Delaware limited liability company acting in a non-fiduciary capacity as the sponsor of the Plan (the “Company”), and State Street Bank and Trust Company, a Massachusetts trust company, solely in its capacity as the independent fiduciary of the General Motors Retirement Program for Salaried Employees (the “Plan”) with authority and responsibility to represent the Plan and its Plan Participants and Plan Beneficiaries in regard to the transactions set forth herein (the “Independent Fiduciary”). The Insurer, Insurer Parent, the Company, and the Independent Fiduciary as the re
