Offer Update

GM Announces Plan to Split-off Hughes Electronics 
                                        
            News Corp. to acquire 34% of Hughes for $14 per share 
                                        
            GM to sell its 19.9 percent interest for $3.8 billion 
 
    NEW YORK, April 9 -- General Motors Corp. (NYSE: GM) and its subsidiary 
Hughes Electronics Corp. (NYSE: GMH) today announced that GM intends to split 
off Hughes, and simultaneously sell GM's 19.9 percent economic interest in 
Hughes to News Corp. (NYSE: NWS, NWS.A) for $14 per share, or approximately $3.8 
billion.  GM would receive about $3.1 billion in cash, and the remainder would 
be paid in News Corp. preferred American Depositary Receipts (ADRs).  
    'General Motors is pleased to have reached an agreement with News Corp. 
that provides substantial value to our stockholders and puts Hughes in a 
position to capitalize on the future growth potential for direct broadcast 
satellite television and other related services,' said GM President and Chief 
Executive Officer Rick Wagoner.  'This transaction also offers substantial 
benefits for both GM's $1-2/3 stockholders and GM's Class H stockholders.  For 
our GM $1-2/3 common stockholders, the transaction provides a premium for the 
shares sold by GM and additional liquidity to GM to further strengthen our 
balance sheet.  It also allows us to focus on our core automotive operations. 
    'In addition to enhanced business prospects for Hughes, the Class H 
stockholder would receive direct equity interest in Hughes in place of the 
existing tracking stock, and a premium for a portion of their current interest 
in GM Class H stock,' Wagoner continued.  'Hughes also would get access to 
additional management strength and capital to further expand its business 
through its affiliation with News Corp., a successful operator of direct-to-
home satellite systems around the world.' 
    Under terms of the proposed transaction, News Corp. would acquire an 
additional 14.1 percent stake in Hughes from holders of GM Class H common 
stock through a mandatory exchange of a portion of their Hughes common stock 
received in the split-off.  They would receive News Corp. stock and/or cash 
valued at about $14 per share.  This price represents a 22 percent premium 
over the closing price of GM Class H common stock based on the closing price 
of GM Class H stock of $11.48 on Wednesday, April 9, 2003.   
    The value of News Corp.'s proposed acquisition of a 34 percent equity 
interest in Hughes would be approximately $6.6 billion.  The total market 
value of the Hughes split-off transactions including the shares presently held 
by GM is about $17.1 billion based on Wednesday's NYSE closing price. 
    The number of News Corp. preferred ADRs payable to GM and Hughes 
stockholders, based on a fixed-price of $14 per Hughes share, will be adjusted 
within a collar range of 20 percent above or below the News Corp. preferred 
ADR price of $22.40. 
    Current holders of GM Class H common stock would first exchange their 
shares for Hughes common stock on a one-for-one basis, followed immediately by 
an exchange of 17.5 percent of the Hughes stock they receive for approximately 
$14 per share in cash and/or News Corp. stock.  GM would receive a 
distribution of $275 million in consideration of the value enhancement for 
Class H shareholders arising from the conversion from a tracking stock to an 
asset based stock. 
    The GM benefit plans, which currently hold about 330 million shares of 
Class H stock, would benefit from the transaction in the same manner as other 
GM Class H stockholders. 
    'This transaction is a win-win situation for Hughes and News Corp. and 
also for the residential and commercial customers of Hughes,' said Jack Shaw, 
president and chief executive officer of Hughes.  'Hughes and its operating 
companies will be able to further enhance their strong management team and be 
in a much better position to achieve profitable growth and maximize cash flow. 
The affiliation with News Corp. should also strengthen Hughes' competitiveness 
while enhancing its commitment to excellence to our valued customers.' 
    The transaction is subject to a number of conditions, including approval 
by a majority of each class of GM stockholders -- GM $1-2/3 and GM Class H -- 
voting both as separate classes and together as a single class.  The 
transaction, which has been approved by the GM, Hughes and News Corp. boards 
of directors, remains subject to regulatory clearance under the Hart-Scott-
Rodino Act and by the Federal Communications Commission.  Completion of the 
transaction is also contingent on the receipt of a favorable ruling from the 
Internal Revenue Service that the split-off of Hughes from GM would be tax-
free to GM and its stockholders for U.S. Federal Income Tax purposes.  The 
mandatory exchange of approximately 17.5 percent of the shares of Hughes 
common stock distributed to Class H stockholders for cash and/or News Corp. 
ADRs would be taxable to the Hughes stockholders at the time.  The transaction 
is currently expected to close in late 2003 or early 2004.   
    Rupert Murdoch, chairman and chief executive of News Corp., would become 
chairman of Hughes, and Chase Carey, who is currently serving as an advisor to 
News Corp., would become president and chief executive officer of Hughes.  
Eddy Hartenstein, Hughes senior executive vice president, would be named vice 
chairman of Hughes.  Hughes would have 11 directors, the majority of which 
would be independent directors.  
    The Hughes board would consist of Murdoch, Carey, News Corp. and Fox 
Entertainment Group President and Chief Operating Officer Peter Chernin, News 
Corp. and Fox Entertainment Group Chief Financial Officer Dave DeVoe, 
Hartenstein and six independent directors, including Neal Austrian, former 
president and chief operating officer of the National Football League; James 
Cornelius, chairman of Guidant Corp.; Charles Lee, chairman of Verizon 
Communications Inc.; Peter Lund, former president and chief executive officer 
of CBS; John Thornton, president of Goldman Sachs, and another director to be 
named at a later date. 
    Hughes would continue to be based in El Segundo, Calif. 
    Hughes and News Corp. plan to file registration statements in connection 
with the transaction and GM will distribute a proxy statement/prospectus to 
all GM common stock stockholders in connection with the transaction.  
Investors are urged to read the proxy statement/prospectus when it becomes 
available because it will contain important information about GM, Hughes and 
News Corp. and the transaction. 
    Hughes, a world-leading provider of digital television entertainment, 
broadband satellite networks and services, 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-                             04/09/2003 P 
    /NOTE TO EDITORS:  For additional media information, visit 
http://media.gm.com or http://www.newscorp.com .   
  
    SCHEDULE OF ACTIVITIES REGARDING GM/HUGHES/NEWS CORP. ANNOUNCEMENT 
    General Motors, Hughes and News Corp. will conduct a media conference call 
on Wednesday, April 9, 2003 at 5:30 p.m. EDT to discuss the transaction. 
    Media may listen to this meeting and participate in the question-and-
answer session by dialing 888-790-2023 (U.S.) or 712-271-0788 (international).  
The passcode for this event is 'press.'  This event will be webcast live on 
the Internet via a hot link on GM Media OnLine (http://media.gm.com ).  The 
webcast also will be broadcast live on the Hughes web site at www.hughes.com .   
    A taped replay will be available:  Please dial 800-839-2808 (U.S.)  
402-998-0857 (international). 
    On Thursday, April 10, 2003, GM, Hughes and News Corp. will hold separate 
conference calls for analysts and investors to discuss the transaction and 
answer questions. 
    The News Corp. analyst teleconference will begin at 8:30 a.m. EDT.  
Investors may participate by calling 888-592-6705 or 712-271-0119.  Media may 
participate in a listen-only mode by calling the same number. 
    The GM investor teleconference will begin at 9:30 a.m. EDT.  Investors may 
participate by calling 212-271-4571.  Media may participate in a listen-only 
mode by calling the same number.  A taped replay will be available at  
800-633-8284 (U.S.) and 402-977-9140 (international).  The access code for 
both phone numbers is 211-404-56. 
    The Hughes investor teleconference will begin at 10:30 a.m. EDT.  
Investors may participate by calling 800-589-4298 (U.S.) or 719-457-2663 
(international), passcode 612-428.  Media may participate in a listen-only 
mode by calling the same number.  A taped replay will be available at  
719-457-0820 (U.S.).  The access code for both phone numbers is 612-428. 
    In connection with the proposed transactions, General Motors Corporation 
('GM'), Hughes Electronics Corporation ('Hughes') and The News Corporation 
Limited ('News') intend to file relevant materials with the Securities and 
Exchange Commission ('SEC'), including one or more registration statement(s) 
that contain a prospectus and proxy/consent solicitation statement.  Because 
those documents will contain important information, holders of GM $1-2/3 
common stock and GM Class H common stock are urged to read them, if and when 
they become available.  When filed with the SEC, they will be available for 
free (along with any other documents and reports filed by GM, Hughes or News 
with the SEC) at the SEC's website, www.sec.gov , and GM stockholders will 
receive information at an appropriate time on how to obtain transaction-
related documents for free from GM.  Such documents are not currently 
available. 
    GM and its directors and executive officers and Hughes and certain of its 
executive officers may be deemed to be participants in the solicitation of 
proxies or consents from the holders of GM $1-2/3 common stock and GM Class H 
common stock in connection with the proposed transactions.  Information about 
the directors and executive officers of GM and their ownership of GM stock is 
set forth in the proxy statement for GM's 2002 annual meeting of shareholders 
filed with the SEC and available free of charge at the SEC's website at 
www.sec.gov .  Investors may obtain additional information regarding the 
interests of such participants by reading the prospectus and proxy/consent 
solicitation statement if and when it becomes available.   
    Participants in GM's solicitation may also be deemed to include the 
following persons whose interests in GM are not described in the proxy 
statement for GM's 2002 annual meeting: 
 
    Jack A. Shaw             Chief Executive Officer, Hughes 
    Roxanne S. Austin        Executive VP, Hughes; President and COO, DIRECTV 
    Patrick T. Doyle         Corporate VP and Treasurer, Hughes 
    Michael J. Gaines        Corporate VP and CFO, Hughes 
    Sandra A. Harrison       Senior VP, Hughes 
    Eddy W. Hartenstein      Senior Executive VP, Hughes; Chairman, DIRECTV 
    Larry D. Hunter          Senior VP and General Counsel 
 
    Mr. Shaw beneficially owns 4,084 shares of GM $1-2/3 common stock and 
2,244,987 shares of GM Class H common stock.  Ms. Austin beneficially owns 
3,293 shares of GM $1-2/3 common stock and 1,632,071 shares of GM Class H 
common stock.  Mr. Doyle beneficially owns 746 shares of GM $1-2/3 common 
stock and 511,149 shares of GM Class H common stock.  Mr. Gaines beneficially 
owns 482 shares of GM $1-2/3 common stock and 298,745 shares of GM Class H 
common stock.  Ms. Harrison beneficially owns 1,632 shares of GM $1-2/3 common 
stock and 916,136 shares of GM Class H common stock.  Mr. Hartenstein 
beneficially owns 3,036 shares of GM $1-2/3 common stock and 1,962,614 shares 
of GM Class H common stock.  Mr. Hunter beneficially owns 0 shares of GM $1-
2/3 common stock and 485,130 shares of GM Class H common stock. The above 
ownership information includes shares that are purchasable under options that 
are exercisable within 60 days of April 9, 2003.  In addition, each of Mr. 
Shaw, Ms. Austin, Mr. Doyle, Mr. Gaines, Ms. Harrison, Mr. Hartenstein and Mr. 
Hunter holds options to acquire shares of GM Class H common stock that are not 
exercisable within 60 days of April 9, 2003. 
    Each of Mr. Shaw, Ms. Austin, Mr. Doyle, Mr. Gaines, Ms. Harrison, Mr. 
Hartenstein and Mr. Hunter has a severance agreement with Hughes that provides 
for severance in the event of an involuntary termination after a change in 
control, and each also has a retention agreement that provides for certain 
payments in the event of a change in control. 
    Investors may obtain additional information regarding the interests of the 
participants by reading the prospectuses and proxy/solicitation statements if 
and when they become available.  This communication shall not constitute an 
offer to sell or the solicitation of an offer to buy any securities, nor shall 
there be any sale of securities in any jurisdiction in which such offer, 
solicitation or sale would be unlawful prior to registration or qualification 
under the securities laws of any such jurisdiction.  No offering of securities 
shall be made except by means of a prospectus meeting the requirements of 
Section 10 of the Securities Act of 1933, as amended. 
    Materials included in this document contain 'forward-looking statements' 
within the meaning of the Private Securities Litigation Reform Act of 1995.  
Such forward-looking statements involve known and unknown risks, uncertainties 
and other factors that could cause actual results to be materially different 
from historical results or from any future results expressed or implied by 
such forward-looking statements.  The factors that could cause actual results 
of GM, Hughes and News to differ materially, many of which are beyond the 
control of GM, Hughes or News include, but are not limited to, the following:  
(1) operating costs, customer loss and business disruption, including, without 
limitation, difficulties in maintaining relationships with employees, 
customers, clients or suppliers, may be greater than expected following the 
transaction; (2) the regulatory approvals required for the transaction may not 
be obtained on the terms expected or on the anticipated schedule; (3) the 
effects of legislative and regulatory changes; (4) an inability to retain 
necessary authorizations from the FCC; (5) an increase in competition from 
cable as a result of digital cable or otherwise, direct broadcast satellite, 
other satellite system operators, and other providers of subscription 
television services; (6) the introduction of new technologies and competitors 
into the subscription television business; (7) changes in labor, programming, 
equipment and capital costs; (8) future acquisitions, strategic partnerships 
and divestitures; (9) general business and economic conditions; and (10) other 
risks described from time to time in periodic reports filed by GM, Hughes or 
News with the SEC.  You are urged to consider statements that include the 
words 'may,' 'will,' 'would,' 'could,' 'should,' 'believes,' 'estimates,' 
'projects,' 'potential,' 'expects,' 'plans,' 'anticipates,' 'intends,' 
'continues,' 'forecast,' 'designed,' 'goal,' or the negative of those words or 
other comparable words to be uncertain and forward-looking.  This cautionary 
statement applies to all forward-looking statements included in this 
document./ 
    /CONTACT:  Toni Simonetti of General Motors Corporation, [phone]; 
or Bob Marsocci of Hughes Electronics Corp., [phone]/ 
    /FCMN Contact: / 
    /Web site:  http://media.gm.com /  
    /Web site:  http://www.newscorp.com / 
    /Web site:  http://www.gm.com / 
    (GM GMH NWS) 
 
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