Director Shareholding

GM Schedules Annual Stockholders Meeting For June 3 
 
                 Distributes Proxy Statement & Annual Report 
 
    DETROIT, April 17 -- General Motors Corp. (NYSE: GM, GMH) 
today filed its annual proxy statement with the U.S. Securities and Exchange 
Commission.  
    The proxy statement includes information about GM's annual meeting of 
stockholders, to be held on June 3 in Wilmington, Del., and provides 
information regarding the election of 10 directors to GM's Board of Directors.  
All of GM's directors are elected annually.  In addition, the proxy statement 
seeks stockholder support for the ratification of the independent public 
accountants, presents eight proposals to be submitted by stockholders at the 
annual meeting, and provides a report on the compensation of GM's top five 
executives for 2002. 
    The proxy materials and annual report, which are being mailed together to 
stockholders, are each available online at: http://investor.gm.com . 
    In his letter to stockholders in the 2002 GM Annual Report, President and 
Chief Executive Officer Rick Wagoner said GM is determined to build on its 
recent success and take advantage of opportunities whenever and wherever they 
exist. 
    'Our company today is leaner, faster, more flexible and more efficient -- 
in short, much more competitive,' Wagoner said. 
    Despite political, social and economic uncertainty, GM exceeded 
expectations in 2002 by focusing on a clear strategy of introducing great cars 
and trucks, being aggressive in the marketplace, reducing costs, improving 
quality and generating cash, he said.  
    'We're going to follow that same strategy in 2003,' Wagoner said.  
    Wagoner also paid tribute to GM Chairman Jack Smith who will be retiring 
from GM in May after 42 years of service.   
    'Ten years ago, when he was facing the seemingly insurmountable task of 
righting the listing bureaucracy that was then GM, he spelled out in the 
annual report this simple promise to you, our stockholders:  'We know what we 
have to do, and we're going to do it.  Watch and see.'' Wagoner said.  'That 
was classic Jack:  a modest but determined leader whose credo, 'deeds, not 
words,' often seemed out of step in the decade of the celebrity CEO.  But Jack 
Smith got GM back on the road to sustained success, and we're determined to 
build on his record of progress.' 
    As previously announced, Smith will retire from GM, effective May 1, 2003 
and will not be standing for reelection to the board.  In addition, Nobuyuki 
Idei, chairman and chief executive officer of Sony Corp., and Lloyd Ward, 
former chief executive officer of the United States Olympic Committee, are not 
standing for reelection.  Philip Laskawy, who joined the GM board in January 
2003, is standing for election for the first time. 
    Following his departure from the GM board, Smith will become a special 
advisor to Wagoner, and Idei will become a founding member of the new General 
Motors Asian Advisory Council, an organization that will provide counsel on 
business opportunities in the growing Asia-Pacific region. 
    The overall cash compensation during 2002 for GM's top officers includes 
base salary, restricted stock units, long-term incentives, and other 
compensation. 
 
       Named      Base Salary    Annual   Restricted  Long Term   Other Annual 
     Executive                 Incentive    Stock     Incentive   Compensation 
      Officer                   Payouts     Units*     Payouts   and All Other       
                                                                  Compensation 
    Chairman  
    Jack Smith     $1,025,000      $0    55,000 Shares       $0       $187,773 
 
    President and  
    Chief Executive  
    Officer  
    Rick Wagoner   $2,000,000     $0    125,000 Shares       $0        $34,382 
 
    Vice Chairman  
    John Devine    $1,450,000     $0     75,000 Shares     $703,000   $428,953 
 
    Vice Chairman  
    Bob Lutz       $1,450,000     $0     75,000 Shares   $1,388,000   $120,714 
 
    Executive Vice  
    President 
    Thomas  
    Gottschalk       $900,000     $0     40,000 Shares       $0        $19,800 
 
 
    * Restricted stock units awarded in lieu of cash bonuses.  RSU's will not 
be paid out until retirement or mutual separation. 
 
    Although General Motors reported solid results in the areas of 
productivity, quality and financial performance in 2002, GM's senior 
management suggested to the board's executive compensation committee that, in 
the current economic environment, a cash bonus should not be paid to the top 
five executive officers.  The committee determined that restricted stock units 
would be granted in lieu of cash bonuses.  The restricted stock units will not 
be paid out until retirement or mutual separation. 
    General Motors Corp., the world's largest vehicle manufacturer, employs 
342,000 people globally in its core automotive business and subsidiaries. 
Founded in 1908, GM has been the global automotive sales leader since 1931.  
GM today has manufacturing operations in 32 countries and its vehicles are 
sold in more than 190 countries.  In 2002, GM sold more than 8.5 million cars 
and trucks, nearly 15 percent of the global vehicle market.  GM's global 
headquarters is at the GM Renaissance Center in Detroit.  More information on 
GM and its products can be found on the company's consumer website at 
www.gm.com . 
 
SOURCE  General Motors Corporation 
    -0-                             04/17/2003 P 
    /NOTE TO EDITORS:  For additional media information, visit 
http://media.gm.com ./ 
    /CONTACT:  Jerry Dubrowski, [phone], or Sheri Woodruff,  
[phone], both of General Motors Corporation/ 
    /Web site:  http://investor.gm.com / 
    /Web site:  http://media.gm.com / 
    /Web site:  http://www.gm.com / 
    (GM) 
 
CO:  General Motors Corporation 
ST:  Michigan, Delaware 
IN:  AUT 
SU: