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, +1-212-418-6261, jerry.dubrowski@gm.com , or Toni Simonetti, +1-212-418-6380, toni.simonetti@gm.com , both of General Motors Corporation/ /Web site: http://media.gm.com / /Web site: http://www.gm.com / (GM GMH)