Offer Talks Terminated

Hughes and EchoStar Terminate Proposed Merger Agreement; 
     EchoStar Pays Hughes $600 million; Hughes to Keep PanAmSat Interest 
 
    LITTLETON, Colo., and DETROIT, Dec. 10 -- General Motors 
Corporation, its subsidiary, Hughes Electronics Corporation (NYSE: GM, GMH), 
and EchoStar Communications Corporation (Nasdaq: DISH) today announced the 
companies have reached a settlement to terminate the proposed merger of Hughes 
and EchoStar, effective immediately. 
    Under terms of the settlement, EchoStar has paid to Hughes $600 million in 
cash, and Hughes will retain its 81 percent ownership position in PanAmSat 
(Nasdaq: SPOT). 
    The companies reached this settlement because the proposed merger could 
not be completed within the time allowed by the merger agreement.  This was 
due to action taken by the Department of Justice, 23 states, the District of 
Columbia and Puerto Rico to block the merger as well as the Federal 
Communications Commission's decision to send the merger application to a 
hearing. 
    'We continue to believe that the proposed merger would have been a victory 
for consumers nationwide, and for our shareholders.  We worked hard on it to 
get the required regulatory approval and are disappointed that we were not 
able to complete the merger,' said Hughes President and Chief Executive 
Officer Jack A. Shaw.  'However, since the merger couldn't be completed, we 
concluded that this settlement is the best alternative for Hughes and places 
us in the best position to move ahead with our business.' 
    'We are appreciative of all the support we received and the opportunity to 
present the merger proposal to regulators.  Obviously, we are disappointed in 
the final outcome.  However, EchoStar will continue to seek alternative, 
innovative ways to provide competition to the rapidly consolidating cable 
industry and to provide more choices for all consumers,' said EchoStar 
Chairman and Chief Executive Officer Charles Ergen. 
    As a result of the merger termination, EchoStar will take an approximate 
$700 million write off in the fourth quarter for the merger breakup fee and 
other related merger expenses. 
    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 HUGHES are used to calculate the earnings attributable to the 
General Motors Class H common stock (NYSE: GMH).  
    General Motors (NYSE: GM), 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 355,000 people around 
the world.  More GM information can be found at www.gm.com . 
    EchoStar Communications Corporation and its DISH Network satellite TV 
system provide over 500 channels of digital video and CD-quality audio 
programming as well as advanced satellite TV receiver hardware and 
installation nationwide.  EchoStar is included in the Nasdaq-100 Index (NDX) 
which contains the largest non-financial companies on the Nasdaq Stock Market. 
Visit EchoStar's Investor Relations website at www.echostar.com .  DISH 
Network currently serves 8 million customers in the United States.  DISH 
Network is located on the Internet at www.dishnetwork.com . 
 
SOURCE  General Motors Corporation 
    -0-                             12/10/2002  
    /NOTE TO EDITORS:  For additional media information, visit 
http://media.gm.com ./ 
    /CONTACT:  Toni Simonetti of GM, [phone]; George Jamison of 
Hughes, [phone]; or Marc Lumpkin of EchoStar, [phone]/ 
    /Web site:  http://www.dishnetwork.com / 
    /Web site:  http://www.echostar.com / 
    /Web site:  http://media.gm.com / 
    /Web site:  http://www.gm.com / 
    (GM GMH DISH SPOT) 
 

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