General Motors Corp. will pay newly appointed President and Chief Operating Officer Fritz Henderson a base annual salary of $1.8 million.

The auto maker also gives a raise to Ray Young, who replaces Henderson as chief financial officer, and returns the salary of Chairman and CEO Rick Wagoner to its 2003 level of $2.2 million.

In a Securities and Exchange Commission filing, the Detroit auto maker says Henderson could earn another $2.43 million in incentives if certain goals are reached. Between 2008 and 2010, the 49-year-old executive also could receive up to 110,376 shares of common GM stock, an additional 250,000 units in stock options and 60,000 units with certain restrictions.

Young, who moves to executive vice president and CFO, from group vice president of finance, will be paid a base salary of $900,000. He could receive an additional $945,000 from incentives. Between 2008 and 2010, the 46-year-old executive also could get up to 16,557 shares of common GM stock, an additional 87,500 units in stock options, and 30,354 units with restrictions.

In addition to returning Wagoner’s salary to its 2003 level of $2.2 million, he could earn an additional $3.52 million from incentives. Between 2008 and 2010, the 55-year-old executive could also draw up to 165,563 shares of common GM stock and an additional 500,000 units in stock options and 75,000 units with restrictions.

Wagoner voluntarily reduced his annual base salary by 50% in 2006 to $1.1 million, after GM announced its turnaround plan, which included job cuts and production reductions. Wagoner’s salary inched back up to $1.65 million in 2007.

Henderson’s previous salary as vice chairman and CFO was $1.3 million, which he also voluntarily reduced from $1.55 million in 2006. GM was not required to make public Young’s salary prior to his promotion.

GM announced the executive changes earlier this week. In his new position, Henderson effectively succeeds Wagoner, who was the last COO in 2000 and the last to have the title of president in 2003. It also parcels out to Henderson more duties related to the everyday operations of GM that Wagoner has been handling during the auto maker’s turnaround. Henderson’s promotion also would appear to place him in line to succeed Wagoner at the helm of the company.

GM posted a record annual loss of $38.7 billion in 2007, due largely to a non-cash charge in the third quarter. GM earned $2.2 billion in 2006.

Inquiries seeking comment on GM’s executive compensation from the United Auto Workers union were not immediately returned.

jamend@wardsauto.com