Capital Reorganisation

GM Plans to Contribute GMH Stock to Employee Benefit Plans 
 
    NEW YORK, Feb. 28 -- General Motors Corp. (NYSE: GM, GMH) today announced 
plans to contribute approximately 150 million shares of GM Class H common stock 
to certain of its U.S. employee benefit plans.  
    GM expects to make the contribution during the month of March.  U.S. Trust 
Company of New York will serve as the independent trustee for the GM employee 
benefit plans that receive the contribution. 
    Such a contribution would reduce operating expenses of GM associated with 
its benefit plans in calendar year 2003 and further strengthen GM's balance 
sheet. 
    The contribution would increase the amount of GM Class H stock held by 
GM's employee benefit plans that is managed by U.S. Trust to approximately  
330 million shares and reduce GM's retained economic interest in its wholly-
owned Hughes Electronics subsidiary to approximately 20 percent from  
30.7 percent. 
    GM Class H stock is a common stock of General Motors designed to track the 
financial performance of Hughes.  GM has previously issued Class H stock that 
represents an approximately 69.3 percent economic interest in Hughes.  
    In this press release and related comments by General Motors management, 
our use of the words 'expect,' 'anticipate,' 'estimate,' 'plan,' and similar 
expressions is intended to identify forward looking statements.  While these 
statements represent our current judgment on what the future may hold, and we 
believe these judgments are reasonable, actual results may differ due to 
material changes in domestic securities markets and applicable law.  
    Hughes, a world-leading provider of digital television entertainment, 
broadband services, satellite-based private business networks, and global 
video and data broadcasting, is a unit of General Motors Corporation.  The 
earnings of GM attributable to Hughes are used to calculate the earnings 
attributable to the GM Class H stock. 
    General Motors, the world's largest vehicle manufacturer, designs, builds 
and markets cars and trucks worldwide and has been the global automotive sales 
leader since 1931.  GM employs about 350,000 people around the world.  More GM 
information can be found at www.gm.com .  
   
SOURCE  General Motors Corporation 
    -0-                             02/28/2003 P 
    /NOTE TO EDITORS:  For additional media information, visit 
http://media.gm.com ./ 
    /CONTACT:  Jerry Dubrowski, [phone], [e-mail] , or 
Toni Simonetti, [phone], [e-mail] , both of General 
Motors Corporation/ 
    /Web site:  http://media.gm.com / 
    /Web site:  http://www.gm.com / 
    (GM GMH)