Re Agreement

General Motors Corp
29 October 2001


Contacts:
GM: Toni Simonetti 212-418-6380 
Hughes: George Jamison 310-662-9986 
EchoStar: Judianne Atencio 303-723-2010


      GM'S HUGHES ELECTRONICS TO MERGE WITH ECHOSTAR COMMUNICATIONS

      - Stockholders and Consumers Benefit As Combined Hughes-EchoStar 
        Provides Meaningful Competitor To Cable TV Companies

NEW YORK - General Motors Corp. and its subsidiary Hughes Electronics (NYSE: GM,
GMH) together with EchoStar Communications Corporation (NASDAQ: DISH), today 
announced the signing of definitive agreements that provide for the spin-off of 
Hughes from GM and the merger of Hughes with EchoStar.

The combined company would use the EchoStar name and adopt the DIRECTV brand for
its services and related products. The merger would create the nation's second-
largest pay television platform with more than 16.7 million subscribers, of 
which 1.8 million subscribers are National Rural Telecommunications Cooperative 
(NRTC) and affiliates, and 14.9 million subscribers are owned-and-operated by 
the combined company. Cable TV companies presently control more than 80 percent 
of the U.S. pay television market, while a combined EchoStar-Hughes would 
provide service to about 17 percent of the market.

The spin-off of Hughes from GM would result in current holders of Class H common
stock receiving one share of new Hughes Class C common stock in exchange for 
each share of Class H stock held prior to the spin-off. The merger of Hughes and
EchoStar would result in Hughes being the surviving entity and taking the name 
EchoStar Communications Corp. Holders of Class A EchoStar common stock prior to 
the merger would receive 1,3699 shares of the new EchoStar in exchange for each 
share of Class A EchoStar common stock held prior to the merger. Based on the 
closing price of EchoStar common stock of $25.26 on Oct. 26, 2001, the 
transaction would provide a value of approximately $18.44 per GMH share, 
representing a 20-percent premium. As of Oct. 26, 2001, the implied market 
capitalization of Hughes was approximately $21.3 billion and the market 
capitalization of EchoStar was approximately $12.1 billion.

The transaction is expected to require approximately $5.5 billion of total 
financing, which EchoStar expects to fund in the capital markets prior to 
closing. Completion of this financing has been backstopped by a bridge 
commitment of approximately $2.75 billion from Deutsche Bank, and a bridge 
commitment of approximately $2.75 billion from General Motors, the latter of 
which the parties plan to replace with a commitment from one or more other 
leading financial institutions in the near future. The GM bridge commitment is 
secured by a pledge of $2.75 billion of EchoStar stock held by a trust 
controlled by EchoStar Chairman and Chief Executive Officer Charles Ergen.

The transaction is subject to a number of conditions, including approval by a 
majority of each class of GM shareholders - GM $1-2/3 and GM Class H - voting 
both separately as distinct classes, and also together as a single class. 
Approval of the majority of EchoStar's voting shares has already been given by 
written consent. The proposed transaction also is subject to regulatory 
clearance under the Hart-Scott-Rodino Act and approval by the Federal 
Communications Commission. The transaction is also contingent upon the receipt 
of a favorable ruling from the Internal Revenue Service that the separation of 
Hughes from GM will qualify as a tax-free spin-off for U.S. Federal Income Tax 
purposes. The transaction is currently expected to close in the second half of 
2002.

'This transaction provides significant benefits to Hughes, EchoStar, millions of
present and future DIRECTV customers, and shareholders of both GM and EchoStar,'
said GM President and Chief Executive Officer Rick Wagoner. 'We've said all 
along that we wanted to structure an agreement that would provide continued 
strong growth at Hughes and maximum value for both GM and GM Class H 
shareholders. This transaction achieves these objectives.'

Strong Growth Prospects and Significant Synergies

'This is an extremely compelling combination for GM, GMH and EchoStar 
shareholders,' Ergen said. 'The combination of EchoStar and Hughes is expected 
to generate very substantial synergies utilizing the advantages of direct-
broadcast satellite television, cost savings from the elimination of costly 
duplicate satellite bandwidth and infrastructure, and strong management offering
more effective fundamental business practices. The new company would also have 
enhanced scale to compete more effectively against the dominant U.S. cable and 
broadband providers - a critical factor given increasing consolidation in the 
cable industry.'

'U.S. consumers also would benefit from the combined company's ability to 
increase significantly the number of markets served with local channels via 
satellite, provide additional channel offerings, increase high-definition TV 
(HDTV) offerings and accelerate the introduction of next-generation high-speed 
Internet services,' Ergen continued. 'Together, EchoStar's DISH Network and 
Hughes' DIRECTV also can provide a range of services that would bridge the 
'digital divide' - providing high-speed broadband solutions to consumers and 
businesses. Importantly, these services would be available in rural areas 
otherwise far from the information superhighway at rates which the company is 
prepared to assure regulators would be competitive.'

'Hughes and its operating companies would be well positioned to thrive as part 
of this merged company,' said Jack A. Shaw, chief executive officer of Hughes. 
'DIRECTV would enjoy significant cost efficiencies and better use of its assets.
Hughes Network Systems would play a key strategic part in the growth of 
satellite-delivered broadband. PanAmSat would have continued growth 
opportunities. And DIRECTV Latin America woufd benefit from the synergies of the
larger combined company,' Shaw said.

The new company, which would retain the EchoStar name but would use the DIRECTV 
brand for consumer offerings, would be based in Littleton, Colo., and would 
employ approximately 20,000 people and serve more than approximately 14.9 
million direct-broadcast satellite TV customers, EchoStar and Hughes have 
pledged that the merger would not cause disruption of service or additional 
expense to existing customers of either DIRECTV or DISH Network service.

The new EchoStar would be led by Ergen as chairman and chief executive officer. 
The board of directors would consist of nine members, five of whom would be 
independent directors.

Ergen added, 'I think it is significant that EchoStar and Hughes have agreed to 
a fair and balanced process for identifying the most qualified people from both 
companies in order to select the best person for every job, regardless where 
they worked prior to the merger. This is a key provision that Hughes management 
felt strongly about and to which EchoStar readily agreed.'

A transition team made up of Shaw and DIRECTV Chairman and CEO Eddy Hartenstein 
from Hughes, as well as Ergen and EchoStar President Michael Dugan will assure a
smoother and orderly process.

Significant Proceeds for GM

As part of the transaction, General Motors would receive up to $4.2 billion in 
cash for redemption of part of its economic interest in Hughes. Pro forma for 
the cash redemption (assuming illustratively a price of $18.44 based on the 
implied deal value), GM Class H shareholder would own approximately 53 percent 
of the combined company, EchoStar's shareholders would own approximately 36 
percent, and GM would own approximately 11 percent. In addition, prior to the 
transaction, GM would seek to exchange up to 100 million shares of GM Class H 
common stock (or after the transaction 100 million shares of EchoStar common 
stock) for GM outstanding debt, which would further improve GM's net liquidity 
position.

'This transaction offers substantial financial benefits now and over the long 
term for GM $1-2/3 and GM Class H shareholders,' Wagoner said. 'GM Class H 
shareholders would receive a significant premium on their investment. For GM 
$1-2/3 shareholders, GM expects to receive $4.2 billion in cash, and would 
retain a significant investment in the merged company.'

GM intends to file a registration statement in connection with the transaction 
and mail a proxy statement/prospectus to both GM and GM Class H 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 the transaction.

EchoStar Communications Corp. and its DISH Network provide state-of-the-art 
direct-broadcast satellite TV service that is capable of offering over 500 
channels of digital video and CD-quality audio programming, as well as advanced 
satellite TV receiver hardware and installation EchoStar is included in the 
Nasdaq-100 Index (NDX). DISH Network currently serves over 6.43 million 
customers. For more information, visit www.dishnetwork.com.

HUGHES is the world's leading provider of digital television entertainment, 
broadband services, satellite-based private business networks and global video 
and data broadcasting.

Hughes Network Systems, a unit of Hughes Electronics Corporation, is the world's
leading provider of broadband satellite network solutions for businesses and 
consumers, with over 400,000 one- and two-way systems installed in more than 85 
countries. Headquartered in Germantown, Maryland, USA, HNS maintains sales and 
support offices worldwide. To learn more about HNS and DIRECWAY, please visit 
www.hns.com or www.direcway.com.

DIRECTV is the nation's leading digital satellite television service provider 
with more than 10 million customers. DIRECTV and the Cyclone Design logo are 
trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corporation. Visit 
DIRECTV on the World Wide Web at DIRECTV.com.

General Motors, the world's largest vehicle manufacturer, designs, builds and 
markets cars and trucks worldwide. In 2000, GM earned $5 billion on sales of 
$183.3 billion, excluding special items. It employs about 372,000 people 
globally, GM also operates one of the largest and most successful financial 
services companies, General Motors Acceptance Corp. (GMAC), which offers 
automotive, mortgage and business financing and insurance services to customers 
worldwide. GM is investing aggressively in digital technology and e-business 
within its global automotive operations and through such initiatives as e-GM, GM
Buypower, and onstar. More information on General Motors can be found at 
www.gm.com. 

In connection with the proposed transactions, General Motors, Hughes and 
EchoStar intend to file relevant materials with the Securities and Exchange 
Commission, including one or more Registration Statement(s) on Form S-4 that 
contain a prospectus and proxy/consent solicitation statement. Because those 
documents will contain important information, holders of GM $1-2/3 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 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 General Motors. 
Such documents are not currently available.

General Motors, and its directors and executive officers, and Hughes, and 
certain of its officers, may be deemed to be participants in GM's 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 2001 annual meeting of shareholders. 
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 
2001 annual meeting;

John M. Devine         Vice Chairman and CFO, General Motors
Jack A. Shaw           Chief Executive Officer, Hughes
Roxanne S. Austin      Executive VP. Hughes; President and COO. DIRECTV
Eddy W. Hartenstein    Senior Executive VP, Hughes; Chairman, DIRECTV
Michael J. Gaines      Corporate VP and CFO, Hughes

Mr. Devine beneficially owns 139,204.80 GM $1-2/3 shares and 27,177 GM Class H 
shares. Mr. Shaw beneficially owns 3,604 GM $1-2/3 shares and 1,415,915 GM Class
H shares. Ms. Austin beneficially owns 2,804 GM $1-2/3 shares and 860,454 GM 
Class H shares. Mr. Hartenstein beneficially owns 2,622 GM $1-2/3 shares and 
1,138,899 GM Class H shares. Mr. Gaines beneficially owns 337 GM $1-2/3 shares 
and 165,329 GM Class H shares. The above ownership information includes shares 
that are purchasable under options that are exercisable within 60 days of 
October 15, 2001. In addition, Mr. Devine holds options to acquire shares of GM 
$1-2/3 common stock that are not exercisable within 60 days of October 15, 2001,
and each of Mr. Shaw, Ms. Austin, Mr. Hartenstein and Mr. Gaines holds options 
to acquire shares of GM Class H common stock that are not exercisable within 60 
days of October 15, 2001.

Each of Mr. Shaw, Ms. Austin, Mr. Hartenstein and Mr. Gaines 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.

EchoStar and certain of its executive officers may be deemed to be 
'participants' in GM's solicitation of consents from the holders of GM $1-2/3 
and GM Class H shares in connection with the proposed transactions. Information 
about the executive officers of EchoStar is set forth in the proxy statement for
EchoStar 2001 annual meeting of shareholders. As of Oct. 28, 2001, EchoStar held
approximately 1,000 shares of GM $1-2/3 common stock and 185,000 shares of GM 
Class H common stock. Mr. Ergen beneficially owns approximately 1,000 shares of 
GM $1-2/3 common stock and approximately 10,000 of GM Class H common stock.

Investors may obtain additional information regarding the interests of the 
participants by reading the prospectus and proxy/consent solicitation statement 
if and when it becomes available. This communication shall not constitute an 
offer to sell or the solicitation of an offer to buy, 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 filing 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 our 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 
General Motors Corp. ('GM'), EchoStar Communications Corporation ('EchoStar'), 
Hughes Electronics Corp. ('Hughes'), or a combined EchoStar and Hughes to differ
materially, many of which are beyond the control of EchoStar, Hughes or GM 
include, but are not limited to, the following;
(1) the businesses of EchoStar and Hughes may not be integrated successfully or 
such integration may be more difficult, time-consuming or costly than expected: 
(2) expected benefits and synergies from the combination may not be realized 
within the expected time frame or at all; (3) revenues following the transaction
may be lower than expected; (4) 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: (5) generating the incremental growth 
in the subscriber base of the combined company may be more costly or difficult 
than expected; (6) the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; (7) the 
effects of legislative and regulatory changes; (8) an inability to obtain 
certain retransmission consents; (9) an inability to retain necessary 
authorizations from the FCC; (10) 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; (11) the introduction of new technologies and competitors into the 
subscription television business; (12) changes in labor, programming, equipment 
and capital costs; (13) future acquisitions, strategic partnership and 
divestitures; (14) general business and economic conditions; and (15) other 
risks described from time to time in periodic reports filed by EchoStar, Hughes 
or GM with the Securities and Exchange Commission. 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 filing

Note to editors:

        SCHEDULE OF ACTIVITIES REGARDING GM/HUGHES/ECHOSTAR ANNOUNCEMENT

The following events regarding the General Motors-Hughes-EchoStar announcement 
are scheduled for Monday, Oct. 29, 2001. (Note: all times are Eastern Standard):

10:15 a.m. Investor-Media conference:

Equitable Building
787 7th Ave., (between 50th and 51st Streets)
New York City
The event will take place in the auditorium, located in the basement,

Media or investors who are unable to attend may listen to this meeting and 
participate in the question-and-answer session by dialing 888-827-9992 (U.S.) or
978-633-6740 (international). This event will be webcast live on the Internet 
via a hot link from the 'Investor News' page of GM's Investor Information Web 
site (http://investor.gm.com ) and also available via a hot link on GM Media 
onLine (http:.//media.gm.com)

Broadcast media can view the event on satellite at the following coordinates:

C- Band
Galaxy 3RC
Transponder 3
95 Degrees West Longitude
Downlink Frequency 3760
Audio 6.2 - 6.8

A b-roll feed will be broadcast through the same coordinates at 12:15 p.m. -
12:30 p.m- and at 2:00 p.m. -2:15 p.m,

2-30 p.m. GMH analyst teleconference with Hughes Chief Executive Officer Jack 
Shaw. EchoStar Chief Executive Officer Charlie Ergen and Hughes Chief Operating 
Officer Eddy Hartenstein.

Investors may participate by calling 719-457-2640. Media may participate in a 
listen-only mode by calling the same number. This event will be webcast live on 
the Internet at Hughes' web site (http://www.hughes.com). A taped replay will be
available at 888-203-1112 (U.S) and 719-457-0820 (international). The access 
code for both phone numbers is 793356.

3:00 p.m. GM $1-2/3 analyst teleconference with GM Vice Chairman and Chief 
Financial Officer John Devine.

Media may participate in a listen-only mode by dialing 212-896-6119 or through a
live webcast via a hot link from the 'Investor News' page of GM's Investor 
Information Web site (http://investor.gm.com ) A hot link will also be available
on GM Media OnLine (http://media.gm.com ). A taped replay will be available at 
877-519-4471 (U.S) and 973-341-5080 (international). The access code for both 
phone numbers is 2928158.