General Motors Ltd. Financial Statement by dwz21280

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									FORM 10−K405
GENERAL MOTORS CORP − GM
Filed: March 13, 1995 (period: December 31, 1994)
Annual report. The Regulation S−K Item 405 box on the cover page is checked
                Table of Contents
PART I

ITEM 1.       BUSINESS
ITEM 2.       PROPERTIES
ITEM 3.       LEGAL PROCEEDINGS
ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


PART II


PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
              FORM 8−K
SIGNATURES
EX−10.(A)

EX−10.(B)

EX−11 (Statement regarding computation of per−share earnings)

EX−12 (Statement regarding computation of ratios)

EX−18 (Letter regarding change in accounting principles)

EX−21 (Subsidiaries of the registrant)

EX−23 (Consents of experts and counsel)

EX−27

EX−99.(A)

EX−99.(B)
     1

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549−1004

                                     FORM 10−K

 X    ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994

                                         OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
      1934
            FOR THE TRANSITION PERIOD FROM                TO

                              COMMISSION FILE NUMBER 1−143

                               GENERAL MOTORS CORPORATION
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




                  STATE OF DELAWARE                                                           38−0572515
           (STATE OR OTHER JURISDICTION OF                                                 (I.R.S. EMPLOYER
            INCORPORATION OR ORGANIZATION)                                               IDENTIFICATION NO.)
         767 FIFTH AVENUE, NEW YORK, NEW YORK                                                 10153−0075
     3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN                                             48202−3091
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                               (ZIP CODE)

         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (313)−556−5000

            SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:



                                                                                          NAME OF EACH EXCHANGE
                               TITLE OF EACH CLASS                                         ON WHICH REGISTERED
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−    −−−−−−−−−−−−−−−−−−−−−−−−−−−−−

*COMMON, $1 2/3 PAR VALUE (752,651,957 SHARES OUTSTANDING AS OF FEBRUARY 28,
  1995)...........................................................................     NEW YORK STOCK EXCHANGE, INC.
CLASS E COMMON, $0.10 PAR VALUE (262,999,707 SHARES OUTSTANDING AS OF FEBRUARY 28,
  1995)...........................................................................     NEW YORK STOCK EXCHANGE, INC.
CLASS H COMMON, $0.10 PAR VALUE (94,528,112 SHARES OUTSTANDING AS OF FEBRUARY 28,
  1995)...........................................................................     NEW YORK STOCK EXCHANGE, INC.
PREFERENCE, $0.10 PAR VALUE, SERIES B 9 1/8% DEPOSITARY SHARES, STATED VALUE $25
  PER SHARE, DIVIDENDS CUMULATIVE (44,300,000 DEPOSITARY SHARES OUTSTANDING AS OF
  FEBRUARY 28, 1995)..............................................................     NEW YORK STOCK EXCHANGE, INC.
PREFERENCE, $0.10 PAR VALUE, SERIES C DEPOSITARY SHARES, CONVERTIBLE INTO CLASS E
  COMMON STOCK, LIQUIDATION PREFERENCE $50 PER SHARE, DIVIDENDS CUMULATIVE
  (31,880,600 DEPOSITARY SHARES OUTSTANDING AS OF FEBRUARY 28, 1995)..............     NEW YORK STOCK EXCHANGE, INC.
PREFERENCE, $0.10 PAR VALUE, SERIES D 7.92% DEPOSITARY SHARES, STATED VALUE $25
  PER SHARE, DIVIDENDS CUMULATIVE (15,700,000 DEPOSITARY SHARES OUTSTANDING AS OF
  FEBRUARY 28, 1995)..............................................................     NEW YORK STOCK EXCHANGE, INC.
PREFERENCE, $0.10 PAR VALUE, SERIES G 9.12% DEPOSITARY SHARES, STATED VALUE $25
  PER SHARE, DIVIDENDS CUMULATIVE (23,000,000 DEPOSITARY SHARES OUTSTANDING AS OF
  FEBRUARY 28, 1995)..............................................................     NEW YORK STOCK EXCHANGE, INC.
$500,000,000 8 1/8% DEBENTURES DUE APRIL 15, 2016.................................     NEW YORK STOCK EXCHANGE, INC.


*ALSO LISTED ON THE CHICAGO STOCK EXCHANGE, INC., PACIFIC STOCK EXCHANGE, INC.,
AND PHILADELPHIA STOCK EXCHANGE, INC.

NOTE: THE $1 2/3 PAR VALUE COMMON STOCK OF THE REGISTRANT IS ALSO LISTED FOR
TRADING ON:



             MONTREAL STOCK EXCHANGE.................................           MONTREAL, QUEBEC, CANADA
             TORONTO STOCK EXCHANGE..................................           TORONTO, ONTARIO, CANADA
             BORSE FRANKFURT AM MAIN.................................           FRANKFORT ON THE MAIN, GERMANY
             BORSE DUSSELDORF........................................           DUSSELDORF, GERMANY
             BOURSE DE BRUXELLES.....................................           BRUSSELS, BELGIUM
             COURTIERS EN VALEURS MOBILIERES.........................           PARIS, FRANCE
             THE STOCK EXCHANGE, LONDON..............................           LONDON, ENGLAND


     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS. YES X . NO      .
     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S−K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10−K OR ANY AMENDMENT TO THIS
FORM 10−K. (X)

     THE AGGREGATE MARKET VALUE (BASED UPON THE AVERAGE OF THE HIGHEST AND
LOWEST SALES PRICES ON THE COMPOSITE TAPE ON FEBRUARY 28, 1995) OF GENERAL
MOTORS CORPORATION $1 2/3 PAR VALUE, CLASS E, AND CLASS H COMMON STOCKS HELD BY
NONAFFILIATES ON FEBRUARY 28, 1995 WAS APPROXIMATELY $32,059.7 MILLION, $9,862.1
MILLION, AND $3,539.4 MILLION, RESPECTIVELY.

DOCUMENTS INCORPORATED BY REFERENCE:



                                                                                     PART AND ITEM NUMBER OF FORM
                                                                                                 10−K
                                    DOCUMENT                                           INTO WHICH INCORPORATED
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GENERAL MOTORS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT FOR
  THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 26, 1995....................     PART III, ITEMS 10 THROUGH 13


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   2



                                       PART I

                    GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                                  THE CORPORATION

     General Motors Corporation, incorporated in 1916 under the laws of the
State of Delaware, is hereinafter sometimes referred to as the "Registrant" or
the "Corporation" and, together with its subsidiaries, is hereinafter sometimes
referred to as "General Motors" or "GM."



ITEM 1. BUSINESS

GENERAL

     The following information is incorporated herein by reference to the
indicated pages in Part II:




                                           ITEM                                     PAGE
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          Worldwide Wholesale Sales..............................................   II−51
          Employment and Payrolls................................................   II−53
          Note 18 of Notes to Financial Statements (Segment Reporting)...........   II−35

     While the major portion of the Corporation's operations is derived from the
automotive products industry segment, GM also has financing and insurance
operations and produces products and provides services in other industry
segments. The automotive products segment consists of the design, manufacture,
assembly, and sale of automobiles, trucks, and related parts and accessories.
The financing and insurance operations assist in the merchandising of General
Motors' products as well as other products. General Motors Acceptance
Corporation (GMAC) and its subsidiaries offer financial services and certain
types of insurance to dealers and customers. In addition, GMAC and its
subsidiaries are engaged in mortgage banking and investment services. The other
products segment consists of military vehicles, radar and weapon control
systems, guided missile systems, and defense and commercial satellites; the
design, installation, and operation of business information and
telecommunication systems; as well as the design, development, and manufacture
of locomotives.

     Substantially all of the products in the automotive segment are marketed
through retail dealers and through distributors and jobbers in the United States
and Canada and through distributors and dealers overseas. At December 31, 1994,
there were approximately 9,200 General Motors motor vehicle dealers in the
United States, 900 in other North America (Canada and Mexico), and approximately
5,500 outlets overseas.

BACKLOG OF ORDERS

     Shipments of General Motors' automotive products are made as promptly as
possible after receipt of firm sales orders; therefore, no significant backlog
of unfilled orders accumulates. GM Hughes Electronics Corporation had a $13.2
billion and $13.4 billion backlog of defense and commercial contracts at the end
of 1994 and 1993, respectively.

RAW MATERIALS AND SERVICES

     General Motors purchases materials, parts, supplies, freight
transportation, energy, and other services from numerous unaffiliated firms.
Interruptions in production or delivery of these goods or services could
adversely affect General Motors.

COMPETITIVE POSITION

     General Motors' principal competitors in passenger cars and trucks in the
United States and Canada include Ford Motor Company, Chrysler Corporation,
Toyota Corporation, Nissan Motor Corporation, Ltd., Honda Motor Company, Ltd.,
Mazda Motor Corporation, Mitsubishi Motors Corporation, Fuji Heavy Industries,
Ltd. (Subaru), Volkswagen A.G., Hyundai Motor Company, Ltd., Daimler−Benz A.G.
(Mercedes), Bayerische Motoren Werke AG (BMW), and Volvo AB. All but Volkswagen
and Daimler−Benz currently operate vehicle manufacturing facilities in the
United States or Canada although Mercedes has

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announced plans to build an assembly plant in the United States. Toyota and GM
operate the New United Motor Manufacturing, Inc. facility in Fremont, California
as a joint venture which currently builds passenger cars and light−duty trucks.
Worldwide wholesale unit sales of General Motors passenger cars and trucks
during the three years ended December 31, 1994 are summarized in Management's
Discussion and Analysis in Part II.

     Total industry new motor vehicle (passenger cars, trucks, and buses)
registrations of domestic and foreign makes and General Motors' competitive
position during the three years ended December 31, 1994 were as follows:




                                                                              1994(1)     1993      1992
                                                                              −−−−−−−    −−−−−−    −−−−−−
                                                                                 (UNITS IN THOUSANDS)

         Total industry registrations
           In the United States...............................                 15,257    13,941    12,867
           In other North America(2)..........................                  1,838     1,778     1,881
           In other countries.................................                 31,802    30,806    31,288
                                                                              −−−−−−−    −−−−−−    −−−−−−
         Total industry registrations −− all countries........                 48,897    46,525    46,036
                                                                              =======    ======    ======




                                                                              1994(1)      1993      1992
                                                                              −−−−−−−      −−−−      −−−−
                                                                              (PERCENT OF TOTAL INDUSTRY)

         General Motors' registrations
           In the United States...............................                     33%      33%       34%
           In other North America(2)..........................                     28       27        27
           In other countries.................................                      9        9         9
         Total General Motors' registrations −− all
           countries..........................................                     17       18        18

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(1) Preliminary

(2) Includes Canada and Mexico.

     The above information on registrations of new cars, trucks, and buses was
obtained from outside sources and that pertaining to General Motors'
registrations includes units which are manufactured overseas by other companies
and which are imported and sold by General Motors and affiliates.

RESEARCH AND DEVELOPMENT

     In 1994, General Motors spent $7,035.8 million for research, manufacturing
engineering, product engineering, and development activities related primarily
to the development of new products or services or the improvement of existing
products or services, including activities related to vehicle emissions control,
improved fuel economy, and the safety of persons using General Motors products.
In addition, $1,495.7 million was spent for customer−sponsored activities, the
majority of which were government related. Comparable data for 1993 were
$6,029.9 million for company−sponsored activities and $1,340.3 million for
customer−sponsored activities and for 1992, $5,916.9 million and $1,185.5
million, respectively.

ENVIRONMENTAL MATTERS

  Automotive Emissions Control

     Both the Federal and California governments currently impose stringent
emission control requirements on motor vehicles sold in their respective
jurisdictions. These requirements include pre−production testing of vehicles,
testing of vehicles after assembly, the imposition of emission defect and
performance warranties, and the obligation to recall and repair customer−owned
vehicles determined to be non−compliant with emissions requirements.

     Both the U.S. Environmental Protection Agency (EPA) and the California Air
Resources Board (CARB) continue to place great emphasis on compliance testing of
customer−owned vehicles. Failure to comply with the emission standards or
defective emission control hardware discovered during such testing can

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lead to substantial cost for General Motors related to emissions recalls. New
CARB and Federal requirements will increase the time and mileage over which
manufacturers are responsible for a vehicle's emission performance.

      Both the EPA and the CARB emission requirements will become even more
stringent in the future. A new tier of exhaust emission standards for cars and
light−duty trucks, the "Tier 1" standards began phasing in for California
vehicles in the 1993 model year and for Federal vehicles in the 1994 model year.
The phase−in of these "Tier 1" standards will be completed by the 1997 model
year.

     In addition to the Tier 1 standards is the CARB Low Emission Vehicle (LEV)
Program that begins with the 1994 model year and defines requirements through
model year 2003 and beyond. This program sets even more stringent exhaust
emission standards for cars and trucks sold in California. General Motors will
have to meet the LEV Program requirements by marketing a mix of vehicles
complying with the Tier 1 standards, Transitional Low Emission Vehicles (TLEVs),
Low Emission Vehicles (LEVs), Ultra−Low Emission Vehicles (ULEVs), or Zero
Emission Vehicles (ZEVs). From model years 1998 to 2000, 2% of cars and small
light−duty trucks (up to 3,750 lb Loaded Vehicle Weight) sold in California must
be ZEVs. This requirement increases to 5% in 2001 and 10% in 2003 and
thereafter.

     The Clean Air Act permits states that have areas with air quality problems
to adopt the California car and truck emission standards in lieu of the Federal
requirements and two states (New York and Massachusetts) have done so. In
addition, the Ozone Transport Commission, representing twelve Northeast states
and the District of Columbia, asked the EPA to impose the California LEV program
requirements throughout the Northeast Ozone Transport Region (OTR). The EPA
granted this request on January 24, 1995. This could mean that vehicles designed
for the California LEV program, including ZEVs, would have to be offered for
sale in that region of the country.

     In addition to the above−mentioned exhaust emission programs, onboard
diagnostic (OBD) devices, far more complex than those currently used to diagnose
problems with emission control systems, will be required both Federally and in
California effective with the 1996 model year. This new system has the potential
of increasing warranty costs and the chance for recall.

     New evaporative emission control requirements for cars and trucks begin
phasing in with the 1995 model year in California and the 1996 model year
Federally. Systems will need to be further modified to accommodate Federal
onboard refueling vapor recovery (ORVR) control standards. ORVR phases in on
passenger cars in the 1998 through 2000 model years and on light−duty trucks in
the 2001 through 2006 model years.

  Industrial Environmental Control

     General Motors is subject to various laws relating to the protection of the
environment, and is in various stages of investigation or remediation for sites
where contamination has been alleged. GM has recorded an accrued liability of
$694 million at December 31, 1994 and $659 million at December 31, 1993 for
worldwide environmental cleanup as summarized below:

            − GM has been identified as a potentially responsible party at sites
       identified by the EPA and state regulatory agencies for cleanup under the
       Comprehensive Environmental Response, Compensation, and Liability Act
       (CERCLA) and similar state statutes. GM voluntarily and actively
       participates in cleanup activity where such involvement is verified. The
       foreseeable total liability for 1995 and beyond for sites involving GM is
       estimated to be $223 million, which was recorded at December 31, 1994. This
       compares to $231 million at December 31, 1993.

            − For closed or closing plants owned by the Corporation, an estimated
       liability for environmental cleanup is typically recognized at the time the
       closure decision is made for actions which are not specifically required by
       regulations or government action but which serve to minimize future
       liability. Such liability, which is based on an environmental assessment of
       the plant property, is estimated at $141 million, which was recorded at
       December 31, 1994. This compares to $187 million at December 31, 1993.

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            − GM is involved in cleanup actions at additional locations worldwide
       with a foreseeable liability of approximately $330 million, which was
       recorded at December 31, 1994. This compares to $241 million at December
       31, 1993.

     Various state and Federal regulations require an owner/operator of
hazardous waste management facilities to demonstrate annually that it can
provide funds for closure and post−closure care of its hazardous waste
management facilities (HWMFs). In most instances, GM demonstrates its financial
liability by meeting a financial test established by the various regulations. In
some cases, financial instruments must be used to comply with the financial
assurance requirements. As of December 31, 1994, GM's financial assurance
requirement to cover total closure, post−closure, and mandated liability
coverage totaled $151.9 million ($124.9 million closure and post−closure costs
and $27 million aggregated liability) for the HWMFs owned and/or operated by the
Corporation. These costs will be incurred only when an HWMF is closed and only
for the amount covered for the individual HWMF. The annual inflator used by the
EPA is projected to be 1.53% for 1994 (this is applied to the closure and
post−closure costs); therefore, the total financial assurance for 1995 to cover
the closure and post−closure cost amounts is estimated to be approximately
$126.8 million.

     Nuclear Regulatory Commission rules require the GM Technical Center
Research Laboratories to demonstrate financial assurance for decommissioning
certain licensed facilities in the amount of $155,440. The intent of this rule
is to ensure that decommissioning will be accomplished in a safe and timely
manner and that licensees will provide adequate funds to cover all costs
associated with decommissioning.

      The capital cost impact of the Clean Air Act Amendments of 1990 on GM
stationary sources will depend on the specific requirements of new state and
Federal regulations which must be developed and implemented over the next 10
years. These regulations include operating permit programs, nitrogen oxide
control programs, chloro−fluoro−carbon phase out, and hazardous air pollutant
control programs. The estimated cost of these programs over the next 10−15 years
is approximately $1 billion. Annual operating permit emission fees will be
approximately $9 million, and the fees are expected to be fully effective in
1995.

     Expenditures by General Motors in the United States for industrial
environmental control facilities during the three years ended December 31, 1994
were (in millions): 1994−$118; 1993−$186; and 1992−$150. The Corporation
currently estimates that future expenditures for industrial environmental
control facilities through 1998 will be (in millions): 1995−$181; 1996−$114;
1997−$89; and 1998−$67. Specific environmental expenses are difficult to isolate
since expenditures may be made for more than one purpose, making precise
classification difficult.

  Vehicular Noise Control

     The Federal Truck Regulation preempts all state/local noise regulations for
trucks over 10,000 lb Gross Vehicle Weight Rating (GVWR). All jurisdictions
regulating noise levels of school buses which are built on medium−duty truck
chassis have adopted standards compatible with Federal regulations for
medium−duty trucks. The Federal Truck Regulations contain label and owner's
manual requirements.

     Passenger cars and light−duty trucks are subject to state and local motor
vehicle noise regulations. The current standard for vehicles in these classes,
80 dB as measured at 50 feet, has been in effect since 1975. Since the end of
1991, manufacturers have the option of meeting the 80 dB light vehicle standard
using the test protocol for vehicle exports as measured at 25 feet. This option
must be renewed with some state/local jurisdictions beginning with the 1997
model year. Future implementation of more stringent exhaust emission regulations
and more stringent fuel economy regulations will require an assessment of
increased costs of noise control.

  Safety Affairs and Regulations

     Expenditures to maintain the operational safety, occupant protection, and
vehicle theft deterrence capability of new GM models continue. These
expenditures include amounts for the study of alternative approaches for meeting
the needs of all three areas.

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     A final rule allowing use of Daytime Running Lights (DRL) as an option was
issued by the National Highway Traffic Safety Administration (NHTSA). As a
result, GM has announced its intent to provide DRL starting in 1995 on selected
models. It is believed that this feature will enhance the overall crash
avoidance capability of GM vehicles thus reducing crashes and increasing product
sales.

     GM is meeting the government requirement for passive restraints by
selectively installing automatic lap/shoulder belts or driver supplemental
inflatable restraints (air bags) on all passenger cars. The driver−side air bag
concept has been approved for all remaining passenger cars, light−duty trucks,
and vans during the 1994 through 1997 model years. Current plans call for a
phase−in of the passenger−side air bag in these same cars from the 1994 through
1999 model years.

     A new government requirement for passenger car side impact protection was
issued in 1990 affecting future model year cars. A phase−in of the new
requirement began September 1, 1993. The NHTSA proposed that new dynamic side
impact protection requirements be applied to light−duty trucks and vans. If a
final rule which is similar to the proposal is promulgated, side structure and
interior trim designs of future models will be affected.

     Regarding GM light−duty trucks and vans, a final rule required center
high−mounted stop lamps by September 1, 1993. Also, head restraints are now
required on all light−duty trucks and vans.

     A final rule covering roof crush resistance has also been issued by the
NHTSA for light−duty trucks and vans that is more stringent than for passenger
cars. This rule addresses vehicles with a GVWR less than or equal to 6,000 lb
and was effective September 1, 1994.

     A final rule has been issued by NHTSA that extends the passenger car
automatic restraint requirements to light−duty trucks and vans on a phased−in
basis beginning September 1, 1994.

      Lastly, a final rule has been issued by NHTSA that will require air bags be
the only means used to meet the automatic restraint requirements for passenger
cars and light−duty trucks and vans on a phased−in basis beginning September 1,
1996.

     The NHTSA currently is considering the effects of fuel system crash
integrity requirements of the Federal Motor Vehicle Safety Standard (FMVSS)
(301). If any of the considerations ultimately are adopted as final rules, some
undetermined redesign, cost, and weight increase could be expected for most of
GM's vehicles. See Item 3, Legal Proceedings, Other Matters.

     With the passage of the Anti−Car Theft Act of 1992, implementation costs
for the 1993 calendar year affected approximately 22 passenger car assembly
plants and 9 light−duty truck plants. For the affected truck plants, the major
expenditures were for new label printer installations and additional stamping
equipment. Both passenger car and truck plants affected will probably require
some extra tooling to accommodate full VIN−stamping on the frame of each vehicle
and noise−pollution reduction facilities to alleviate noise associated with
VIN−stamping operations.

     A bill has been introduced into Congress by Representative Danforth that
would change the current Federal bumper impact requirement from 2.5 mph to 5
mph. The bill also calls for labeling that would define bumper performance. This
bill may have an effect on future GM products that are designed to meet the
existing FMVSS requirements. Additionally, performance labeling may cause
additional testing that will lead to increased costs. This legislation also
proposes to extend the requirement to minivans.

AUTOMOTIVE FUEL ECONOMY

     The Energy Policy and Conservation Act passed in 1975 provided for
production−weighted average fuel economy standards for passenger cars for 1978
and thereafter. Based on EPA combined city−highway test data, the General Motors
1994 model year domestic passenger car fleet is projected to attain a Corporate
Average Fuel Economy (CAFE) of 27.4 miles per gallon (mpg) versus the standard
of 27.5 mpg. The CAFE estimate for 1995 model year passenger cars is projected
at 27.2 mpg versus the standard of 27.5 mpg. The projected shortfalls for 1993
through 1995 will be offset by credits projected to be earned in future model
years.

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     Fuel economy standards for light−duty trucks became effective in 1979.
General Motors' CAFE fleet average for the 1994 model year is projected to be
19.9 mpg versus the standard of 20.5 mpg. For the 1995 model year, GM's truck
CAFE is projected to be 20.0 mpg versus a standard of 20.6 mpg. The shortfall
for 1994 will be partially offset by credits earned in 1991 and 1992. It is
expected that the remaining 1994 shortfall and the 1995 shortfall will be offset
by credits from future model years. However, the exact amount cannot be
determined because standards have not been set beyond 1997.

     GM's ability to meet increased CAFE standards is contingent on various
future economic, consumer, legislative, and regulatory factors that GM cannot
control and cannot predict with certainty. If GM could not comply with any new
CAFE standards, GM could be subject to sizable civil penalties and could have to
close plants or severely restrict product offerings to remain in compliance.

SEASONAL NATURE OF BUSINESS

     In the automotive business, there are retail sales fluctuations of a
seasonal nature, so that production varies from month to month. In addition, the
changeover period related to the annual new model introduction has traditionally
occurred in the third quarter of each year. For this reason, third quarter
operating results are, in general, less favorable than those in the other three
quarters of the year, depending on the magnitude of the changeover needed to
commence production of new models incorporating, for example, design
modifications related to more fuel−efficient vehicle packaging, stricter
government standards for safety and emission controls, and consumer−oriented
improvements in performance, comfort, convenience, and style.

SEGMENT REPORTING DATA

     Industry segment and geographic segment data for 1994, 1993, and 1992 are
summarized in Note 18 of Notes to Financial Statements in Part II.

                                     ******

     The Registrant makes no attempt herein to predict the future trend of its
business and earnings or the effect thereon of the results of changes in general
economic, industrial, regulatory, and international conditions.



ITEM 2. PROPERTIES

     The Corporation, excluding General Motors Acceptance Corporation, has 295
locations operating in 37 states and 171 cities in the United States. Of these,
25 are engaged in the final assembly of GM cars and trucks; 26 are service parts
operations responsible for distribution or warehousing; 13 are associated with
Electronic Data Systems Corporation as large information processing centers; 36
major plants, offices, and research facilities relate to the operations of
Hughes Aircraft Company; and the remainder are offices or involved primarily in
the testing of vehicles or the manufacture of automotive components and power
products. In addition, the Corporation has 20 locations in Canada and assembly,
manufacturing, distribution, or warehousing operations in 51 other countries,
including equity interests in associated companies which conduct assembly,
manufacturing, or distribution operations. The major facilities outside the
United States and Canada, which are principally vehicle manufacturing and
assembly operations, are located in Germany, the United Kingdom, Brazil, Mexico,
Austria, Belgium, and Spain.

     Most facilities are owned by the Corporation or its subsidiaries. Leased
properties consist primarily of warehouses and administration, engineering, and
sales offices. The leases for warehouses generally provide for an initial period
of five years and contain renewal options. Leases for sales offices are
generally for shorter periods.

     Properties of the Registrant and its subsidiaries include facilities which,
in the opinion of management, are suitable and adequate for the manufacture,
assembly, and distribution of their products.

     Additional information regarding worldwide expenditures for plants and
equipment is presented under Management's Discussion and Analysis in Part II.

                                       I−6
   8



ITEM 3. LEGAL PROCEEDINGS

     Material pending legal proceedings,   other than ordinary routine litigation
incidental to the business, to which the   Corporation is a party as of December
31, 1994 are summarized on the following   pages. Reference should also be made to
Note 21 of notes to financial statements   in Part II.

ENVIRONMENTAL MATTERS

     On February 19, 1991, a complaint was filed in the Superior Court of
Connecticut by the Connecticut Commissioner of Environmental Protection alleging
that the plant in Bristol, Connecticut operated by GM's Delco Moraine NDH
Division (now part of the Delco Chassis Division) had violated Connecticut's
hazardous waste regulations in connection with its inspection, recordkeeping,
and remediation of a spill of chromic acid at the plant site. The complaint
seeks penalties of up to $25,000 per day for a period commencing sometime prior
to April 1989 and running through November 1990. GM contends that its
inspection, recordkeeping, and remediation practices in relation to the spill
complied with applicable rules and regulations.

                                      * *

     On March 12, 1991, the Region II office of the Environmental Protection
Agency (EPA) issued a Civil Administrative Complaint alleging that the plant
operated by GM's Central Foundry Division (now part of the GM Powertrain
Division) in Massena, New York had improperly disposed of polychlorinated
biphenyl contaminated sludge during the period February 1984 through October
1987. The complaint seeks a fine of $14,176,000. GM believes that its disposal
practices at Massena were in general compliance with applicable rules and
regulations.

                                      * *

     On March 1, 1993, the U.S. EPA Region V issued a civil administrative
complaint alleging that stormwater from the Chevrolet−Pontiac−GM of Canada
Group's Pontiac Fiero plant in Pontiac, Michigan exceeded the facility's
National Pollutant Discharge System Permit from May 1989 through May 1992. The
EPA complaint, as amended, cites the Corporation for 94 exceedances of copper,
lead, and zinc and is seeking $125,000 in penalties. There has been no
production at the Fiero Plant since August 1988. The Corporation believes that
the very low concentrations of metals found in the stormwater during the
specified time period occurred as a result of acid rain dissolving metal from
the gutters and roof. General Motors is contesting the allegations and has
requested a hearing.

                                      * *

     On March 26, 1993, the Region V office of the EPA issued a Civil
Administration Complaint against the Corporation alleging that 65 petroleum and
hazardous substance underground storage tanks (USTs) which it has operated at
its Technical Center in Warren, Michigan have been in violation of certain of
the EPA UST regulations. The EPA has proposed a civil penalty of $267,447. Based
upon its current evaluation of this matter, General Motors believes that the
operations cited by the EPA's complaint have been and remain in substantial
compliance with applicable UST regulations.

                                      * *

     In March 1993, the Michigan Department of National Resources (MDNR)
notified the Corporation's Powertrain Division (PD) that MDNR was making a
referral to the Michigan Attorney General for resolution of allegations by MDNR
that a PD facility in Saginaw, Michigan had failed to conduct a timely
environmental investigation to MDNR's satisfaction of a landfill and certain
other areas at the facility's property, and that PD's on−site water recycling
basins were improperly discharging contaminants to the groundwater and the
Saginaw River.

                                      * *

                                       I−7
   9

     On June 28, 1994, the Attorney General for the State of Michigan, on behalf
of the Michigan Department of Natural Resources (DNR), filed a complaint in
Circuit Court of the 30th Judicial Circuit in Ingham County, Michigan alleging
that several of GM's plants released polychlorinated biphenyls (commonly
referred to as "PCBs") into the Saginaw River thereby causing damage to natural
resources in the river and Saginaw Bay. The complaint also named the City of
Saginaw and Bay City as defendants. The State has not asserted that it is
seeking fines or penalties and no amount is specified in the complaint as
damages, but the State is seeking reimbursement of all its past and future
response costs, including enforcement costs, and natural resource damages
relating to the Saginaw River and Bay. In this regard, representatives of the
State have indicated that the State will be seeking "tens of millions of
dollars" in damages as well as several million dollars in past response costs.
GM is currently in discussions with representatives of the Michigan Attorney
General and the DNR regarding this matter.

     GM has also been advised that the U.S. Department of Interior ("DOI") may
be conducting an investigation of these matters and any related damage to the
environment, and that DOI may pursue independent claims against GM, the City of
Saginaw and Bay City.

                                      * *

     On November 25, 1994, GM was notified that the U.S. EPA has requested that
the U.S. Department of Justice (DOJ) commence a civil action against GM for
injunctive relief and civil penalties for alleged violation of vehicle emissions
standards and certification procedures under the Clean Air Act with respect to
several recent model year vehicles and engines produced by GM's North American
Automotive Operations (NAO). No claim has been filed and GM and DOJ/EPA have
agreed to toll the running of any deadlines for filing claims through February
12, 1995 in order to avoid litigation and promote opportunities for settlement.
DOJ/EPA have not specified the nature of any injunctive relief for the amount of
civil penalties the government might seek. GM believes that the subject vehicles
and engines were produced in compliance with the Clean Air Act.

                                      * *

OTHER MATTERS

     Two suits, denominated by plaintiffs as class actions, were filed in
Delaware Chancery Court, Stephen A. Solomon v. General Motors Corporation, et
al., on May 13, 1994 and TRV Holding Company v. General Motors Corporation, et
al., on May 18, 1994. Both actions purport to be brought on behalf of holders of
Class E common stock against the Corporation and its directors. The complaints
make essentially the same allegations, namely, that defendants have breached and
are continuing to breach their fiduciary duties to holders of Class E common
stock by, among other things, planning and announcing a contribution of Class E
common stock to the Corporation's U.S. Hourly−Rate Pension Plan, which plan and
announcement were allegedly made for the purpose of −− setting the stage for
GM's disposition of Electronic Data Systems Corporation (EDS) assets in a manner
which will deprive holders of Class E common stock of the full value of their
shares, and −− artificially capping the market price of Class E common stock to
limit the price to be paid to holders of Class E common stock in connection with
plaintiff's alleged design on behalf of GM to either sell EDS assets or tender
for Class E common stock. The complaints seek monetary damages and an injunction
to enjoin GM from contributing Class E common stock to its U.S. Hourly−Rate
Pension Plan. The contribution of Class E common stock to GM's U.S. Hourly−Rate
Pension Plan is described by GM under Item 2 of its Quarterly Report on Form
10−Q for the quarterly period ended June 30, 1994. GM believes the suits are
without merit, intends to defend them vigorously, and does not believe that they
will materially interfere with the Corporation's plan to complete the
contribution of Class E common stock.

                                      * *

                                       I−8
   10

     U.S. Government contracts held by the Corporation and its subsidiaries are
subject to termination by the U.S. Government either for its convenience or for
default by the contractor. The costs recovered for terminations for convenience
do not always fully reimburse the contractor, and the profit or fee received by
the contractor may be lower than that which it had expected for the portion of
the contract performed. In cases of termination for default, normal contract
remedies generally apply. In addition, the U.S. Government has broad discretion
to suspend or debar a contractor from engaging in new government business,
including discretion as to the period of suspension and activities affected. A
contractor may be debarred based on a conviction or civil judgment involving
certain offenses, including fraud in connection with obtaining or performing a
public contract, or subcontract thereunder, and may be suspended if indicted for
such an offense or if there is other adequate evidence that such an offense has
been committed. Like other government contractors, GM and its subsidiaries are
subject to civil audits and criminal investigations relating to their
contracting activity.

                                      * *

     In September 1973, Hughes Aircraft Company (Hughes) filed suit against the
U.S. Government in the U.S. Court of Claims seeking reasonable and entire
compensation for the unauthorized manufacture or use by the United States of the
invention claimed in a Hughes patent (the "Williams Patent") covering "Velocity
Control and Orientation of a Spin Stabilized Body," principally satellites. In
late 1983, the United States Court of Appeals for the Federal Circuit (the U.S.
Court with appellate jurisdiction for patent cases) ruled that the Williams
Patent was valid and that the Government had infringed that patent. The
compensation which Hughes is entitled to recover as a result of the Government's
infringement is now being determined by the U.S. Court of Claims, as well as
whether additional U.S. Government satellites also infringe.

     The trial concluded in December 1988. Hughes contends that its recovery
should be calculated in accordance with either of two methods for computing
delay compensation and introduced evidence to support an award of approximately
$4.8 billion or $1.5 billion depending upon the methods used. The Government
sought to demonstrate to the Court that any damages awarded to Hughes in this
case should not exceed $20−30 million. In August 1993, the Court determined that
approximately $4 billion in satellite purchases infringed the patent. On June
17, 1994, the Court issued a decision awarding Hughes damages of $114 million.
Hughes believes that the record supports a higher royalty rate, and,
accordingly, on August 3, 1994 filed a notice of appeal pursuant to which Hughes
will be seeking a higher award. Hughes is unable to estimate the duration of
these appeal efforts.

                                      * *

     On August 21, 1992, EDS filed a breach of contract suit against the State
of Florida (the "State") in the Circuit Court of the Second Judicial Circuit in
Leon County, Florida, seeking recovery under various counts of more than $46
million in payment for unpaid computer equipment and information technology
services. The suit arises out of a 1989 contract entered into between EDS and
the Department of Health and Rehabilitative Services ("DHRS") of the State of
Florida under which EDS had agreed to provide an information management system
to the DHRS that would integrate its offices and computer programs statewide.
EDS completed the system and turned it over to the Department in May 1992. On
September 21, 1993, the State filed an Answer and Counterclaims, alleging
principally breach of contract and breach of warranty. Under various counts, the
State is requesting approximately $90 million in damages and approximately $140
million in indemnification for potential liability of the State to the Federal
government. EDS and the State have agreed to resolve this matter through a final
and binding Alternative Dispute Resolution process (ADR) which commenced on
January 5, 1995. The ADR judge will make recommendations to the Circuit Court
with respect to the final judgment that should be entered. Other than submitting
exceptions to the Circuit Court prior to its consideration and adoption of the
recommendations, there is no appeal. The parties have submitted motions for
summary judgment to the ADR judge and, at this point, the ADR judge has
recommended that summary judgments in the amount of approximately $27.5 million
be awarded to EDS. Although the Circuit Court has refused to enter final
judgment on these claims before the entire matter is

                                       I−9
   11

resolved, it noted that DHRS had not filed exceptions to the recommendations and
therefore entry of judgment on these claims appears likely.

     EDS management believes that it has strong and meritorious defenses to any
counterclaims which the State may assert and intends to defend itself vigorously
while continuing to pursue recovery against the State under the claims which it
has filed.

                                      * *

     Several actions seeking compensatory and punitive damages in unspecified
amounts have been filed against Hughes by plaintiffs alleging that they suffered
injuries as a result of the migration into the Tucson, Arizona water supply of
toxic substances that were disposed of at a facility owned by the United States
Government which Hughes operates under a contract with the U.S. Air Force. These
actions include a class action filed in Arizona State Court, Cordova v. Hughes
Aircraft Company (formerly Bahrs, et al. v. Hughes Aircraft Company, et al.
(Super. Ct. Pima County)), an individual action filed on behalf of approximately
500 plaintiffs in Federal District Court in Arizona, Yslaja v. Hughes Aircraft
Company (formerly Acevedo, et al. v. Hughes Aircraft Company), and a class
action filed in Federal District Court in Arizona, Lanier v. Hughes Aircraft
Company. Other governmental and private entities are known to have also been the
source of toxic substances which may have migrated into the Tucson water supply.
Hughes believes that it has strong defenses to the claims asserted against it
and that it may have claims for contribution against the other entities.

     The facts alleged in these cases are similar to the facts alleged in the
previously reported action entitled Valenzuela v. Hughes Aircraft Company. As
previously reported, the Valenzuela action was settled pursuant to an agreement
under which Hughes' principal insurers provided $70.7 million and Hughes
provided $13.8 million. At the time of such settlement, Hughes and its insurers
were litigating in the United States District Court in Arizona their respective
ultimate liability to one another for the amounts paid in the Valenzuela
settlement. This litigation, entitled Smith, et al. v. Hughes Aircraft Company,
was commenced in 1988 by various insurers seeking a declaratory judgment that
the Valenzuela claims are not covered under the terms of the insurance policies
issued to Hughes. These insurers have taken a similar position with respect to
the more recently filed actions. In September 1991, the Smith court entered
summary judgment in favor of Hughes' insurers who issued policies from 1971 to
1985, based upon "pollution exclusions" contained in those policies. In
September 1992, the Smith court entered summary judgment in favor of Hughes'
pre−1971 insurers based upon findings and conclusions that could have been
adverse to Hughes with respect to other claims and proceedings. Hughes appealed
these rulings to the Ninth Circuit Court of Appeals. In November 1993, the Ninth
Circuit affirmed in substantial part the District Court's summary judgment on
the "pollution exclusion" policies, but reversed the District Court's summary
judgment on pre−1971 policies. The Ninth Circuit remanded the case for further
proceedings in the District Court.

     Contracts under which Hughes has operated the Air Force facility contain
provisions under which indemnification from the Air Force may be provided for
certain liabilities which Hughes may incur in connection with its operation of
the facility to the extent such liabilities are not covered by insurance. Hughes
intends to prosecute all appropriate claims it may have for insurance coverage
and, if necessary, to pursue all appropriate claims for indemnification or
contribution relating to the actions described above.

                                      * *

     In December 1992, the National Highway Traffic Safety Administration
(NHTSA) of the U.S. Department of Transportation (DOT), granting a petition
previously filed by the Center for Auto Safety and Public Citizen, opened an
investigation to determine whether 1973−1987 model Chevrolet and GMC full−size
pickup trucks contain a safety defect resulting in an unreasonably high
incidence of fuel−fed fires in side impact collisions. NHTSA emphasized then and
has repeated that granting the petition does not indicate that the agency has
determined that a safety−related defect exists in these vehicles.

                                      I−10
   12

     On April 9, 1993, NHTSA made an informal request of GM that it voluntarily
conduct a safety−related recall campaign on the vehicles. Although in its April
9, 1993 letter, NHTSA stated that its Office of Defects Investigation "believes
that GM's fuel tank system in the subject vehicles contains a defect that
relates to motor vehicle safety", it nevertheless stated that "this
recommendation to conduct a safety recall does not reflect a formal conclusion
by the agency, . . . should not be confused with an Initial or Final
Determination of a safety defect pursuant to . . . the National Traffic and
Motor Vehicle Safety Act, . . . (and) should (not) be confused with a recall
order . . . " A recall order can only be issued by the agency if it makes a
Final Determination (which it has not done in this case) that a defect exists
which presents an unreasonable risk to motor vehicle safety.

     On April 30, 1993, in a written response to NHTSA's letter of April 9,
1993, General Motors stated that based upon its evaluation of the data which
NHTSA had then made available to GM as having been the basis for requesting the
voluntary recall in its letter, General Motors continued to believe that its
1973−1987 pickup trucks are neither defective nor present an unreasonable risk,
and that consequently no safety recall of such trucks is warranted. General
Motors stated that it remained strongly of this view, and intended to press its
position vigorously while continuing to cooperate with NHTSA's investigative
efforts.

     On October 17, 1994, the Secretary of Transportation, Federico Pena, (the
Secretary), announced his initial decision that a safety−related defect exists
in 1971−91 GM C/K pickup trucks having side−mounted fuel tanks. In his
announcement, it was indicated that his final decision as to whether a
safety−related defect exists or to close the investigation, would be made after
a public meeting scheduled for December 6, 1994. In an October 31, 1994 letter
to DOT, GM offered to treat the Secretary's October 17 decision as his final
decision and order for the purposes of allowing DOT to proceed directly and
promptly to Federal court, in order that the matter might be resolved in a
judicial forum.

     On November 17, 1994, General Motors filed suit against the Secretary, DOT,
and NHTSA in the U.S. District Court for the Eastern District of Michigan. In
that action, GM requested a declaratory judgment and injunctive relief vacating
the Secretary's initial decision of October 17, 1994 (that the C/K pickup trucks
contain a defect related to motor vehicle safety) and enjoining the defendants
from taking any further action to compel a recall of the C/K pickup trucks.

     On December 2, 1994, the Secretary announced that a comprehensive
settlement had been agreed to between the Government and General Motors with
respect to the Government investigation, the Government attempt to compel a GM
recall of the C/K pickup trucks, and the suit filed by General Motors on
November 17, 1994. Under this settlement, both General Motors and the Government
commit to provide funding for certain national highway safety programs.
Specifically, General Motors will fund over $51 million and the Government an
additional $27 million toward certain highway safety programs during the next
five years. The settlement agreement further provides that the Government's C/K
pickup truck investigation will be closed, recall efforts terminated, and GM's
lawsuit dismissed.

     General Motors will continue to cooperate with the Government in its
efforts to enhance the applicable Federal safety standard for vehicle fuel
system integrity. GM presently plans to make its expenditures pursuant to the
settlement in research (focusing on fire safety, burn and trauma injuries,
driver impairment, and crash dummies) and in the areas of public education,
computer modeling, and child safety seats.

     Throughout the investigation and settlement, GM has consistently maintained
that there is no basis for a determination by the Secretary of Transportation or
any other party that the trucks' side−mounted fuel tanks are in violation of
Federal safety standards or that a safety−related defect exists with respect to
such tanks. GM remains prepared to defend the safety of the trucks in any court.

     There are also pending individual product liability claims and lawsuits
involving allegations of defects in the design of such vehicles resulting in
fuel−fed fires following side impact collisions. GM intends to defend these
cases vigorously.

     In addition to the NHTSA investigation and the product liability cases, 38
class actions were filed in state and Federal courts against the Corporation,
claiming that 1973−1987 model Chevrolet and GMC full−size pickup trucks are
defective because their fuel tanks are mounted below the cab and outside the
frame rails. 24

                                      I−11
   13

Federal court class actions were transferred to the Federal court in
Philadelphia, Pennsylvania by the Judicial Panel on Multidistrict Litigation. In
these actions, plaintiffs claimed that the fuel tank locations make the vehicles
unreasonably susceptible to fuel−fed fires following side impact collisions.
Plaintiffs alleged breach of contract and warranty, negligence, fraud, and
negligent misrepresentation, as well as violation of various state consumer
protection laws. The lawsuits seek compensatory and punitive damages and
injunctions requiring notice to owners, repairs, retrofitting, and
"disgorgement" of revenues.

     In July 1993, a nationwide class action settlement of the C/K pickup truck
class actions was submitted to the Pennsylvania Federal court and a state court
in Texas. After notice of the proposed settlement was sent to 6.3 million
registered owners, the Pennsylvania and Texas courts held hearings to determine
if the settlement was fair, reasonable and adequate. Both courts subsequently
entered orders giving final approval of the settlement. Certain objectors filed
appeals of those approvals to the U.S. Third Circuit Court of Appeals and a
Texas State Court of Appeals. The Texas Court of Appeals in Texarkana on June
22, 1994 reversed the approval of the settlement affecting Texas residents. GM
appealed that reversal before the Texas Supreme Court and that Court granted
leave to proceed with the appeal. GM believes that it has a sound basis for
prevailing in its appeal.

     The Philadelphia Federal Court approval of substantially the same
settlement is on appeal in the U.S. Third Circuit Court of Appeals and after
argument before the Court of Appeals for the Third Circuit in August of 1994,
that appeal is still pending.

     Additionally, on October 14, 1993, Crowder, et al v. General Motors
Corporation was filed as a purported class action in the Federal court in
Dallas, Texas on behalf of owners of full−size pickup trucks and chassis cabs
covered by the class action settlements who elected to be excluded from the
settlements or purchased their trucks used after July 19, 1993. the allegations
are essentially the same as those made in the other class actions. No
determination has been made that the case may proceed as a class action. GM
intends to vigorously defend the case and oppose certification of a class.

     The settlement provides for owners of 1973−1986 model C/K and 1987−1991 R/V
pickup trucks and chassis cabs as of July 19, 1993, the date the settlement was
announced, to receive $1,000 Certificates from General Motors which may be used
in connection with the purchase of any new GMC Truck or Chevrolet light−duty
truck. The Certificates can be used in combination with other GM and GMAC
incentive programs during the 15−month period after eligible owners are notified
of the procedures for obtaining their Certificates. The Certificates are
redeemable by the eligible owner or immediate family members residing at the
same address. Within the original redemption period, Certificates also can be
transferred at face value with the truck. Original Certificate holders also can
elect to exchange the $1,000 Certificate for a non−transferable $500 Certificate
issuable in the name of another person, such certificate being redeemable only
toward the purchase of a new C/K pickup truck, and not being usable in
combination with other incentives offered by GM or GMAC. Both the $1,000 and
$500 Certificates can only be used at authorized Chevrolet and GMC Truck dealers
and cannot be redeemed for cash or any other consideration. The Corporation
believes that the settlement will not have a material adverse impact on its
operations or financial condition.

                                      * *

     On June 1, 1994, the Corporation was informed by prosecutors with the U.S.
Department of Justice ("DOJ") that the Corporation's wholly−owned subsidiary,
Delco Electronics Corporation ("Delco Electronics"), is a target for criminal
prosecution and subject to civil suit in connection with allegations that Delco
Electronics is responsible for the transportation of hazardous wastes from its
Maquiladora plant in Reynosa, Mexico into the United States. The related
Government investigation is focused on four shipments of recyclable waste
solvents during the period 1987−1990 which allegedly violated the U.S. Resource
Conservation and Recovery Act ("RCRA") and the treaty with Mexico which
established the Maquiladora industry. Representatives of the DOJ have not
indicated what fines, penalties, or other damages they may seek to recover in
their continued pursuit of this matter. Based on its own investigation, Delco
Electronics believes it has strong defenses to any criminal prosecution and will
defend itself vigorously.

                                      * *

                                      I−12
   14

     On October 24, 1994, a jury sitting in two cases consolidated for trial in
the California Superior Court for the County of Los Angeles, both of which cases
had been brought by individual plaintiffs, Jeffrey Lane v. Hughes Aircraft
Company and David Villalpando v. Hughes Aircraft Company, rendered verdicts
resulting in an aggregate award against Hughes in the amount of $89.5 million.
$80 million of the award was for punitive damages and the remainder was for
emotional distress and lost wages and benefits. One plaintiff alleged racial
discrimination by Hughes with respect to pay and promotion, and both plaintiffs
alleged retaliation by Hughes. Hughes vigorously denied plaintiffs' allegations.
On December 15, 1994, Superior Court Judge Malcolm H. Mackey granted Hughes'
motion for judgment in its favor notwithstanding the verdict, overturning the
entire $89.5 million judgment against Hughes. The court also granted Hughes'
alternative motion for an order for a new trial in the event that a court of
appeals reverses Judge Mackey's ruling in favor of Hughes.

                                      * *



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable (N/A).

                                     * * *

                                      I−13
     15



                                       PART II

                     GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                                CROSS REFERENCE SHEET



                         10−K ITEM                                 PAGE (AND CAPTION) IN PART II
                         −−−−−−−−−                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

5.        Market for Registrant's Common Equity and
            Related Stockholder Matters
            (a) Market information.......................   II−45 −− Selected Quarterly Data
            (b) Approximate number of holders of
                 common stocks...........................   II−45 −− Selected Quarterly Data
            (c) Dividends
                 (1) History.............................   II−45 −− Selected Quarterly Data
                 (2) Policy..............................   II−22 −− Dividends on Common Stocks
6.        Selected Financial Data........................   II−47 −− Selected Financial Data
7.        Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations...................................   II−50 −− Management's Discussion and
                                                                     Analysis
8.        Financial Statements and Supplementary Data....   II−2 −− Responsibilities for Consolidated
                                                                     Financial Statements
                                                            II−3 −− Independent Auditors' Report
                                                            II−4 −− Statement of Consolidated
                                                                     Operations for the Years Ended December
                                                                     31, 1994, 1993, and 1992
                                                            II−5 −− Consolidated Balance Sheet,
                                                                     December 31, 1994 and 1993
                                                            II−6 −− Statement of Consolidated Cash
                                                                     Flows for the Years Ended December 3l,
                                                                     1994, 1993, and 1992
                                                            II−8 −− Notes to Financial Statements
                                                            II−44 −− Selected Quarterly Data
9.        Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure.......   None


                                         II−1
   16

             RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

     The following consolidated financial statements of General Motors
Corporation and subsidiaries were prepared by management which is responsible
for their integrity and objectivity. The statements have been prepared in
conformity with generally accepted accounting principles and, as such, include
amounts based on judgments of management. Financial information elsewhere in
Part II is consistent with that in the consolidated financial statements.

     Management is further responsible for maintaining a system of internal
accounting controls, designed to provide reasonable assurance that the books and
records reflect the transactions of the companies and that its established
policies and procedures are carefully followed. From a stockholder's point of
view, perhaps the most important feature in the system of control is that it is
continually reviewed for its effectiveness and is augmented by written policies
and guidelines, the careful selection and training of qualified personnel, and a
strong program of internal audit.

     Deloitte & Touche LLP, an independent auditing firm, is engaged to audit
the consolidated financial statements of General Motors Corporation and its
subsidiaries and issue reports thereon. The audit is conducted in accordance
with generally accepted auditing standards which comprehend the consideration of
internal accounting controls and tests of transactions to the extent necessary
to form an independent opinion on the financial statements prepared by
management. The Independent Auditors' Report appears on the next page.

     The Board of Directors, through the Audit Committee (composed entirely of
non−employee Directors), is responsible for assuring that management fulfills
its responsibilities in the preparation of the consolidated financial
statements. The Committee selects the independent auditors annually in advance
of the Annual Meeting of Stockholders and submits the selection for ratification
at the Meeting. In addition, the Committee reviews the scope of the audits and
the accounting principles being applied in financial reporting. The independent
auditors, representatives of management, and the internal auditors meet
regularly (separately and jointly) with the Committee to review the activities
of each, to ensure that each is properly discharging its responsibilities, and
to assess the effectiveness of the system of internal accounting controls. It is
management's conclusion that the system of internal accounting controls at
December 31, 1994 provides reasonable assurance that the books and records
reflect the transactions of the companies and that its established policies and
procedures are complied with. To ensure complete independence, Deloitte & Touche
LLP has full and free access to meet with the Committee, without management
representatives present, to discuss the results of the audit, the adequacy of
internal accounting controls, and the quality of the financial reporting.



/s/ John F. Smith, Jr.                              /s/ J. Michael Losh
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
John F. Smith, Jr.                                  J. Michael Losh
Chief Executive Officer and President               Chief Financial Officer


                                      II−2
   17

                          INDEPENDENT AUDITORS' REPORT

General Motors Corporation,
its Directors, and Stockholders:

     We have audited the Consolidated Balance Sheets of General Motors
Corporation and subsidiaries as of December 31, 1994 and 1993 and the related
Statements of Consolidated Operations and Consolidated Cash Flows for each of
the three years in the period ended December 31, 1994. Our audits also included
the financial statement schedule listed at Item 14. These financial statements
and financial statement schedule are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements and the financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such financial statements present fairly, in all material
respects, the financial position of General Motors Corporation and subsidiaries
at December 31, 1994 and 1993 and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

     As discussed in Note 1 to the financial statements, effective January 1,
1994 the Corporation changed its methods of accounting for postemployment
benefits and certain investments in debt and equity securities. Also, as
discussed in Notes 1 and 5 to the financial statements, effective January 1,
1992 the Corporation changed its method of accounting for postretirement
benefits other than pensions and its revenue recognition policy for a
subsidiary.

/s/ DELOITTE & TOUCHE LLP
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
DELOITTE & TOUCHE LLP

Detroit, Michigan
January 30, 1995

                                      II−3
  18
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      STATEMENT OF CONSOLIDATED OPERATIONS



                                                                        YEARS ENDED DECEMBER 31,
                                                                −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                   1994           1993           1992
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
                                                                          (DOLLARS IN MILLIONS
                                                                      EXCEPT PER SHARE AMOUNTS)

Net Sales and Revenues (Note 1)
Manufactured products......................................     $134,759.8     $119,686.3    $113,323.9
Financial services.........................................        9,418.8        8,752.0      10,402.1
Computer systems services..................................        6,412.9        5,183.6       4,806.7
Other income (Note 2)......................................        4,359.7        4,597.6       3,709.5
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
       Total Net Sales and Revenues..........................    154,951.2      138,219.5     132,242.2
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
Costs and Expenses
Cost of sales and other operating charges, exclusive of
  items listed below.......................................      117,220.5      106,421.9     105,248.4
Selling, general, and administrative expenses..............       12,233.7       11,531.9      11,232.2
Interest expense (Note 15).................................        5,431.9        5,673.7       7,096.8
Depreciation of real estate, plants, and equipment
  (Note 1).................................................         7,124.4        6,576.3       6,144.8
Amortization of special tools (Note 1).....................         2,900.7        2,535.3       2,504.0
Amortization of intangible assets (Notes 1 and 14).........           226.2          330.4         310.2
Other deductions (Note 2)..................................         1,460.5        1,624.7       1,801.9
Special provision for scheduled plant closings and other
  restructurings (Note 6)..................................             −−          950.0       1,237.0
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
       Total Costs and Expenses..............................    146,597.9      135,644.2     135,575.3
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
Income (Loss) before Income Taxes..........................        8,353.3        2,575.3      (3,333.1)
United States, foreign, and other income taxes (credit)
  (Note 8).................................................        2,694.6          109.5        (712.5)
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
Income (Loss) before cumulative effect of accounting
  changes..................................................        5,658.7        2,465.8      (2,620.6)
Cumulative effect of accounting changes (Notes 1 and 5)....         (758.1)            −−     (20,877.7)
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
Net Income (Loss)..........................................        4,900.6        2,465.8     (23,498.3)
Dividends and accumulation of redemption value on
  preferred and preference stocks (Note 17)................          320.7          356.8         306.3
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
Income (Loss) on Common Stocks.............................     $ 4,579.9      $ 2,109.0     $(23,804.6)
                                                                ==========     ==========    ==========
Earnings (Loss) Attributable to Common Stocks
  $1 2/3 par value before cumulative effect of accounting
     changes...............................................     $   4,645.2    $   1,537.3   $ (3,220.6)
  Cumulative effect of accounting changes (Notes 1
     and 5)................................................         (751.3)            −−      (20,720.1)
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
 Net earnings (loss) attributable to $1 2/3 par value.....      $ 3,893.9      $ 1,537.3     $(23,940.7)
                                                                ==========     ==========    ==========
 Net earnings attributable to Class E.....................      $    444.4     $    367.2    $     278.4
                                                                ==========     ==========    ==========
 Class H before cumulative effect of accounting changes...      $    248.4     $    204.5    $      15.3
 Cumulative effect of accounting changes (Notes 1 and
    5)....................................................            (6.8)            −−        (157.6)
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
 Net earnings (loss) attributable to Class H..............      $    241.6     $    204.5    $   (142.3)
                                                                ==========     ==========    ==========
Average number of shares of common stocks outstanding
(in millions)
  $1 2/3 par value.........................................           741.3          710.2         670.5
  Class E..................................................           260.3          243.0         209.1
  Class H..................................................            92.1           88.6          75.3
Earnings (Loss) Per Share Attributable to Common Stocks
  (Note 9)
  $1 2/3 par value before cumulative effect of accounting
     changes...............................................     $      6.20    $      2.13   $     (4.85)
  Cumulative effect of accounting changes (Notes 1 and
     5)....................................................          (1.05)            −−        (33.43)
                                                                −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
 Net earnings (loss) attributable to $1 2/3 par value.....      $     5.15     $     2.13    $   (38.28)
                                                                ==========     ==========    ==========
 Net earnings attributable to Class E.....................      $     1.71     $     1.51    $     1.33
                                                                ==========     ==========    ==========
 Class H before cumulative effect of accounting changes...      $     2.70     $     2.30    $    (0.11)
 Cumulative effect of accounting changes (Notes 1 and
    5)....................................................            (0.08)            −−         (2.18)
                                                                 −−−−−−−−−−   −−−−−−−−−−   −−−−−−−−−−
  Net earnings (loss) attributable to Class H..............      $     2.62   $     2.30   $    (2.29)
                                                                 ==========   ==========   ==========


Reference should be made to the Notes to Financial Statements.

                                      II−4
   19

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET



                                                                                         DECEMBER 31,
                                                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                                    1994              1993
                                                                                 −−−−−−−−−−        −−−−−−−−−−
                                                                                    (DOLLARS IN MILLIONS
                                                                                  EXCEPT PER SHARE AMOUNTS)

ASSETS
Cash and cash equivalents (Note 1)..........................................     $ 10,939.0       $ 13,790.5
Other marketable securities.................................................        5,136.6          4,172.2
                                                                                 −−−−−−−−−−       −−−−−−−−−−
    Total cash and marketable securities....................................       16,075.6         17,962.7
                                                                                 −−−−−−−−−−       −−−−−−−−−−
Finance receivables −− net (Note 10)........................................       54,077.3         53,874.7
Accounts and notes receivable (less allowances).............................        8,977.8          6,389.2
Inventories (less allowances) (Note 12).....................................       10,127.8          8,615.1
Contracts in process (less advances and progress payments of $2,311.2 and
  $2,739.2) (Note 1)........................................................        2,265.4          2,376.8
Net equipment on operating leases (less accumulated depreciation of $5,374.7
  and $4,579.6).............................................................       20,061.6         13,095.3
Deferred income taxes (Note 8)..............................................       19,693.3         20,798.1
Other assets (less allowances)..............................................       20,625.5         17,757.3
Property (Note 1)
  Real estate, plants, and equipment −− at cost (Note 13)...................       69,807.9         67,966.4
  Less accumulated depreciation.............................................       42,586.4         41,725.5
    Net real estate, plants, and equipment..................................       27,221.5         26,240.9
  Special tools −− at cost (less amortization)..............................        7,559.1          7,983.9
                                                                                 −−−−−−−−−−       −−−−−−−−−−
        Total property........................................................     34,780.6         34,224.8
                                                                                 −−−−−−−−−−       −−−−−−−−−−
Intangible assets −− at cost (less amortization) (Notes 1 and 14)...........       11,913.8         13,106.9
                                                                                 −−−−−−−−−−       −−−−−−−−−−
        Total Assets..........................................................   $198,598.7       $188,200.9
                                                                                 ==========       ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable (principally trade)........................................     $ 11,635.0       $ 10,276.5
Notes and loans payable (Note 15)...........................................       73,730.2         70,441.2
United States, foreign, and other income taxes −− deferred and payable (Note
  8)........................................................................        2,721.0          2,409.3
Postretirement benefits other than pensions (Note 5)........................       40,018.2         37,920.0
Pensions (Note 4)...........................................................       14,353.2         22,631.6
Other liabilities and deferred credits (Note 16)............................       42,867.3         38,474.8
                                                                                 −−−−−−−−−−       −−−−−−−−−−
        Total Liabilities.....................................................    185,324.9        182,153.4
                                                                                 −−−−−−−−−−       −−−−−−−−−−
Stocks Subject to Repurchase (Note 17)......................................          450.0            450.0
                                                                                 −−−−−−−−−−       −−−−−−−−−−
Stockholders' Equity (Notes 3 and 17)
Preference stocks...........................................................            2.4              4.2
Common stocks
  $1 2/3 par value (issued, 754,345,782 and 720,105,471 shares).............        1,257.2          1,200.2
  Class E (issued, 268,125,255 and 263,089,320 shares)......................           26.8             26.3
  Class H (issued, 78,720,022 and 75,705,433 shares)........................            7.9              7.6
Capital surplus (principally additional paid−in capital)....................       13,149.4         12,003.4
Net income retained for use in the business (accumulated deficit)...........        1,785.8         (2,002.9)
                                                                                 −−−−−−−−−−       −−−−−−−−−−
      Subtotal..............................................................       16,229.5         11,238.8
Minimum pension liability adjustment (Note 4)...............................       (3,548.4)        (5,311.2)
Accumulated foreign currency translation adjustments........................         (100.4)          (494.4)
Net unrealized gains on investments in certain debt and equity securities
  (Note 1)..................................................................          243.1            164.3
                                                                                 −−−−−−−−−−       −−−−−−−−−−
        Total Stockholders' Equity............................................     12,823.8          5,597.5
                                                                                 −−−−−−−−−−       −−−−−−−−−−
        Total Liabilities and Stockholders' Equity............................   $198,598.7       $188,200.9
                                                                                 ==========       ==========


Reference should be made to the Notes to Financial Statements.

                                      II−5
   20

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                      STATEMENT OF CONSOLIDATED CASH FLOWS



                                                                        YEARS ENDED DECEMBER 31,
                                                                   −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                     1994         1993          1992
                                                                   −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                          (DOLLARS IN MILLIONS)

Cash Flows from Operating Activities
  Income (Loss) before cumulative effect of accounting
     changes................................................       $ 5,658.7      $ 2,465.8    $(2,620.6)
  Adjustments to reconcile income (loss) before cumulative
     effect of accounting changes to net cash provided by
     operating activities
     Depreciation of real estate, plants, and equipment.....         3,688.7        3,682.7     3,646.3
     Depreciation of equipment on operating leases..........         3,435.7        2,893.6     2,498.5
     Amortization of special tools..........................         2,900.7        2,535.3     2,504.0
     Amortization of intangible assets......................           226.2          330.4       310.2
     Amortization of discount and issuance costs on debt
       issues...............................................            71.3           90.5        118.1
     Provision for financing losses.........................           177.3          300.8        371.0
     Special provision for scheduled plant closings and
       other restructurings.................................              −−          950.0     1,237.0
     Provision for inventory allowances.....................            53.1           44.1        28.5
     Pension expense, net of cash contributions.............        (5,096.1)      (1,548.2)      273.4
     Pre−tax (gain) loss on sales of various assets.........           (17.6)         305.6      (162.8)
     Write−down of investment in National Car Rental System
       Inc..................................................              −−             −−        813.2
     Provision for ongoing postretirement benefits other
       than pensions, net of cash payments..................         2,252.6        2,396.7      2,198.8
     Origination and purchase of mortgage loans.............       (10,135.7)     (21,583.7)   (17,232.9)
     Proceeds on sale of mortgage loans.....................        10,719.2       22,309.5     16,859.0
     Change in other investments, miscellaneous assets,
       deferred credits, etc................................        (1,628.2)         340.2      (523.4)
     Change in other operating assets and liabilities
       Accounts receivable..................................        (2,582.1)        (480.9)        34.7
       Inventories*.........................................        (1,750.3)         240.3        886.4
       Prepaid expenses and other deferred charges..........          (725.5)          60.2       (399.3)
       Deferred taxes and income taxes payable*.............           903.8       (1,512.8)    (2,131.8)
       Other liabilities*...................................         2,683.5         (189.3)     1,181.3
       Other*...............................................         1,113.4        1,115.6       (123.4)
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
Net Cash Provided by Operating Activities...................       $11,948.7      $14,746.4    $ 9,766.2
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−


− −−−−−−−−−−−−−−−−−−−−−−−−−
  Certain amounts for 1993 and 1992 have been reclassified to conform with 1994
     classifications.

* Excluding effect of accounting changes.

Reference should be made to the Notes to Financial Statements.

                                      II−6
   21

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               STATEMENT OF CONSOLIDATED CASH FLOWS −− CONCLUDED



                                                                    YEARS ENDED DECEMBER 31,
                                                            −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                               1994           1993           1992
                                                            −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
                                                                      (DOLLARS IN MILLIONS)

Cash Flows from Investing Activities
  Investment in companies, net of cash acquired.......      $        (246.6)   $      (232.4)   $     (134.7)
  Expenditures for real estate, plants, and
     equipment........................................             (4,883.7)        (3,822.1)       (4,336.7)
  Expenditures for special tools......................             (2,341.4)        (2,648.6)       (2,252.9)
  Proceeds from disposals of real estate, plants, and
     equipment........................................                351.0            534.9            229.0
  Proceeds from sale and leaseback of capital
     assets...........................................                   −−               −−            654.9
  Proceeds from the sale of various assets............                518.4            231.5            162.8
  Change in other investing assets
     Investments in other marketable securities −−
       acquisitions...................................          (14,482.3)         (13,545.4)       (14,408.8)
     Investments in other marketable securities −−
       liquidations...................................         13,906.0           13,377.0         14,129.3
     Finance receivables −− acquisitions..............       (156,579.8)        (103,396.3)      (120,829.8)
     Finance receivables −− liquidations..............        137,598.4           92,808.6        119,453.1
     Finance receivables −− other.....................            610.6            8,528.3          1,895.5
     Proceeds from sales of finance receivables.......         18,800.0           13,072.2         11,201.8
     Notes receivable.................................            101.9             (102.3)             2.0
     Operating leases −− net..........................        (10,239.8)          (4,887.7)        (4,222.7)
     Other............................................           (612.5)             449.1            224.7
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Net Cash Provided by (Used in) Investing Activities...        (17,499.8)             366.8          1,767.5
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Cash Flows from Financing Activities
  Net increase (decrease) in short−term loans
     payable..........................................            3,877.7           (4,278.3)       (11,512.1)
  Increase in long−term debt..........................           12,997.4            9,634.7         18,886.4
  Decrease in long−term debt..........................          (14,259.9)         (17,029.6)       (17,907.0)
  Redemption of Series H preference stocks............                 −−                 −−           (243.9)
  Redemption of Howard Hughes Medical Institute
     put options......................................                   −−           (315.0)         (300.0)
  Repurchases of common and preferred stocks..........                   −−           (265.6)           (7.2)
  Proceeds from issuing common and preference
     stocks...........................................          1,184.9              860.2          5,555.7
  Cash dividends paid to stockholders.................         (1,111.9)          (1,083.9)        (1,376.8)
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Net Cash Provided by (Used in) Financing Activities...          2,688.2          (12,477.5)        (6,904.9)
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Effect of Exchange Rate Changes on Cash and Cash
  Equivalents.........................................             11.4               76.2             58.1
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Net increase (decrease) in cash and cash
  equivalents.........................................         (2,851.5)           2,711.9          4,686.9
Cash and cash equivalents at beginning of the year....         13,790.5           11,078.6          6,391.7
                                                            −−−−−−−−−−−        −−−−−−−−−−−      −−−−−−−−−−−
Cash and cash equivalents at end of the year..........      $ 10,939.0         $ 13,790.5       $ 11,078.6
                                                             ==========         ==========       ==========


− −−−−−−−−−−−−−−−−−−−−−−−−−
Certain amounts for 1993 and 1992 have been reclassified to conform with 1994
classifications.
Reference should be made to the Notes to Financial Statements.

                                      II−7
   22

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of General
Motors Corporation (General Motors, GM, or the Corporation) and domestic and
foreign subsidiaries which are more than 50% owned. During 1992, the Corporation
obtained a majority interest in National Car Rental System Inc. (NCRS). The
accounts of NCRS were consolidated effective December 31, 1992. General Motors'
share of earnings or losses of associates in which at least 20% of the voting
securities is owned is included in consolidated operating results under the
equity method of accounting (see Note 2).

REVENUE RECOGNITION

     Sales are generally recorded by the Corporation when products are shipped
to independent dealers. Provisions for normal dealer sales incentives, returns
and allowances, and GM Card rebates are made at the time of vehicle sale. Costs
related to special sales incentive programs are recognized as reductions to
sales when determinable.

     Certain sales under long−term contracts, primarily in the defense business,
are recorded using the percentage−of−completion (cost−to−cost) method of
accounting. Effective January 1, 1992, Hughes Aircraft Company (Hughes) changed
its revenue recognition policy for certain commercial businesses from the cost−
to−cost method commonly followed by defense contractors to the units−of−delivery
method which is more appropriate for a commercial business. The unfavorable
cumulative effect of this change was $40.0 million, or $0.05 per share of $1 2/3
par value and $0.10 per share of Class H common stock.

     Profits expected to be realized on contracts are based on the Corporation's
estimates of total sales value and costs at completion. These estimates are
reviewed and revised periodically throughout the lives of the contracts, and
adjustments to profits resulting from such revisions are recorded in the
accounting period in which the revisions are made. Estimated losses on contracts
are recorded in the period in which they are identified.

     In the case of finance receivables in which the face amount includes the
finance charge (principally retail financing), earnings are recorded in income
over the terms of the receivables using the interest method. On finance
receivables in which the face amount represents the principal (principally
wholesale, interest−bearing financing, and fleet leasing), the interest is taken
into income as earned. Certain loan origination costs are deferred and amortized
to financing revenue over the life of the related loans using the interest
method.

     Insurance premiums are earned on a basis related to coverage provided over
the terms of the policies. Commission costs and premium taxes incurred in
acquiring new business are deferred and amortized over the terms of the related
policies on the same basis as premiums are earned. Acquisition costs associated
with direct mail programs are amortized over a three year period. The liability
for losses and claims includes a provision for unreported losses, based on past
experience, net of the estimated salvage and subrogation recoverable.

ALLOWANCE FOR FINANCING LOSSES

     An allowance for credit losses is generally established during the period
in which receivables are acquired and is maintained in amounts considered by
management to be appropriate in relation to receivables outstanding.

     Losses arising from repossession of the collateral supporting doubtful
accounts are recognized upon repossession of the collateral. Repossessed
collateral is recorded at estimated realizable value in other assets and
adjustments to the related valuation allowance are included in operating
expense. Where repossession has

                                      II−8
   23

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

not been effected, losses are charged off as soon as it is determined that the
collateral cannot be repossessed, generally not more than 150 days after
default.

     Nonretail finance receivables are reduced to the estimated fair value of
collateral when determined to be impaired or uncollectible.

CASH AND CASH EQUIVALENTS

     Cash equivalents are defined as short−term, highly liquid investments with
original maturities of 90 days or less.

     Supplemental disclosure of cash flow information is as follows:



                                                                         1994        1993         1992
                                                                       −−−−−−−−    −−−−−−−−    −−−−−−−−
                                                                            (DOLLARS IN MILLIONS)

Cash paid during the years for
  Interest.....................................................        $5,499.3    $5,938.0    $7,410.4
  Income taxes.................................................         2,045.8     1,545.7     1,608.5


     With respect to noncash transactions, 18.8 million and 15.2 million shares
of $1 2/3 par value common stock were contributed to the U.S. pension plans in
1993 and 1992, respectively, and 21.5 million shares of Class H common stock
were issued to General Dynamics Corporation (GD) for the purchase of its missile
business in 1992. The 1993 contribution of $1 2/3 par value shares consisted of
shares sold to the Corporation from individual employee accounts in various
stock savings plans of the Corporation. Also, the Corporation entered capital
lease agreements totaling $25.0 million, $13.7 million, and $76.0 million, in
1994, 1993, and 1992, respectively.

CONTRACTS IN PROCESS

     Contracts in process are stated at costs incurred plus estimated profit,
less amounts billed to customers and advances and progress payments applied.
Engineering, tooling, manufacturing, and applicable overhead costs, including
administrative, research and development, and selling expenses, are charged to
costs and expenses when incurred. Under certain contracts with the U.S.
Government, progress payments are received based on costs incurred on the
respective contracts. Title to the inventories related to such contracts
(included in contracts in process) vests with the U.S. Government.

DEPRECIATION AND AMORTIZATION

     Depreciation is provided based on estimated useful lives of groups of
property generally using accelerated methods, which accumulate depreciation of
approximately two−thirds of the depreciable cost during the first half of the
estimated useful lives.

     The cost of each leasehold improvement is amortized over the period of the
lease or the life of the property, whichever is shorter, with the amortization
applied directly to the asset account and charged to costs and expenses.
Depreciation on capitalized leases with a term of five years or less is provided
using the straight−line method; leases with a term in excess of five years are
depreciated using the foregoing accelerated methods.

     Expenditures for special tools are amortized over their estimated useful
lives. Amortization is applied directly to the asset account. Replacement of
special tools for reasons other than changes in products is charged directly to
cost of sales.

     General Motors Acceptance Corporation (GMAC) provides for depreciation of
vehicles and other equipment on operating leases or in company use generally on
a straight−line basis. The difference between the

                                      II−9
   24

                    GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                     NOTES TO FINANCIAL STATEMENTS −− CONTINUED

net book value and the proceeds of sale or salvage on items disposed of is
included in income as a charge against or credit to the provision for
depreciation.

PRODUCT−RELATED EXPENSES

      Expenditures for advertising and sales promotion and for other
product−related expenses are charged to costs and expenses as incurred;
provisions for estimated costs related to product warranty are made at the time
the products are sold. Expenditures for advertising amounted to $2,805.9 million
in 1994, $2,574.4 million in 1993, and $2,414.1 million in 1992. Expenditures
for research and development are charged to expenses as incurred and amounted to
$7,035.8 million in 1994, $6,029.9 million in 1993, and $5,916.9 million in
1992.

FOREIGN CURRENCY TRANSLATION

     Exchange and translation gains (losses) on an after−tax basis included in
consolidated operating results in 1994, 1993, and 1992 amounted to $206.9
million, $189.0 million, and ($169.0) million, respectively.

INTANGIBLE ASSETS

     The Corporation periodically evaluates the recoverability of goodwill and
other intangible assets, by assessing whether the unamortized intangible asset
can be recovered over its remaining life through cash flows generated by
underlying tangible assets.

FINANCIAL INSTRUMENTS

     The Corporation is party to a variety of foreign exchange and interest rate
forward contracts and options entered into in connection with GM and its
consolidated subsidiaries' management of its exposure to fluctuations in foreign
exchange rates and interest rates.

     Foreign exchange forward contracts are accounted for as hedges to the
extent they are designated as, and are effective as, hedges of firm foreign
currency commitments. Other such foreign exchange contracts and options are
marked to market on a current basis.

     Interest rate forward contracts used to hedge an underlying debt obligation
are not marked to market, but are used to adjust interest expense recognized
over the life of the underlying debt agreement. Gains and losses from terminated
contracts are deferred and amortized over the remaining period of the original
swap. Open interest rate forward contracts are reviewed regularly to ensure that
they remain effective. Written options (including swaptions and interest rate
caps and collars) are marked to market on a current basis.

     The Corporation also enters into commodity forward contracts and options
contracts. Since the Corporation has the discretion to settle these transactions
either in cash or by taking physical delivery, these contracts are not
considered financial instruments. Commodity forward contracts and options are
accounted for as hedges to the extent they are designated as, and are effective
as, hedges of firm or anticipated commodity purchase contracts.

ENVIRONMENTAL LIABILITIES

     The Corporation recognizes environmental liabilities when a loss is
probable and can be reasonably estimated. Such obligations are generally not
subject to insurance coverage.

     Each environmental obligation is estimated by engineering and legal
specialists within the Corporation based on current law and existing
technologies. Such estimates are based primarily upon the estimated cost of
investigation and remediation required and the likelihood that other potentially
responsible parties (PRPs) will be able to fulfill their commitments at the
sites where the Corporation may be jointly and severally liable.

                                        II−10
   25

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

At sites being addressed under the U.S. Comprehensive Environmental Response,
Compensation, and Liability Act or similar state laws (the "Superfund Sites"),
the Corporation typically recognizes an estimated liability once it has been
named as a PRP and has determined that such estimated liability is probable. The
Superfund Sites are primarily multi−PRP sites not owned or operated by the
Corporation. For the Corporation's operating plants, an estimated liability is
typically recognized either upon completion of an environmental assessment or
when the Corporation proposes an agreement with the appropriate regulatory
agency to take action at a site. For closed or closing plants owned by the
Corporation and properties being sold, an estimated liability is typically
recognized at the time the closure decision is made or sale is recorded and is
based on an environmental assessment of the plant property.

     The Corporation periodically evaluates and revises estimates for
environmental obligations based on expenditures against established reserves and
the availability of additional information.

ACCOUNTING CHANGES

     GMAC adopted Statement of Financial   Accounting Standards (SFAS) No. 113,
Accounting and Reporting for Reinsurance   of Short−Duration and Long−Duration
Contracts, effective January 1, 1993 and   the resulting increase in the
Corporation's assets and liabilities was   not material.

     Effective January 1, 1994, the Corporation adopted SFAS No. 112, Employers'
Accounting for Postemployment Benefits. The Standard requires accrual of the
costs of benefits provided to former or inactive employees after employment, but
before retirement. The unfavorable cumulative effect of adopting this Standard,
determined on a discounted basis, was $1,220.1 million ($758.1 million after
tax), or $751.3 million ($1.05 per share) attributable to $1 2/3 par value
common stock and $6.8 million ($0.08 per share) attributable to GM Class H
common stock. The non−cash charge is primarily related to GM's
extended−disability benefit program in the U.S. which, under the new accounting
Standard, will be accrued on a service−driven basis. The ongoing effect was not
material in 1994 and is not expected to be material in subsequent periods.

     Also effective January 1, 1994, the Corporation adopted SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, which resulted
in a $241.0 million after−tax increase in Stockholders' Equity. This Standard
requires the recording at fair value of debt securities which are not expected
to be held to maturity and equity securities which have a readily determinable
fair value. Unrealized gains and losses resulting from changes in fair value are
included as a separate component of Stockholders' Equity. The primary effect of
this Standard for the Corporation relates to debt securities held by Motors
Insurance Corporation and certain equity securities. The ongoing 1994 effect was
a $121.2 million decrease in Stockholders' Equity. Marketable securities, other
than certain securities held by GMAC and its subsidiaries (and described in Note
11), are considered available for sale; $869.4 million mature within one year,
$248.2 million mature in two to five years, and a substantial amount of the
remaining $127.4 million matures after 10 years.

                                      II−11
   26

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 2. OTHER INCOME AND OTHER DEDUCTIONS



                                                                        1994        1993         1992
                                                                      −−−−−−−−    −−−−−−−−    −−−−−−−−
                                                                           (DOLLARS IN MILLIONS)

Other Income
  Insurance premiums...........................................       $  873.8     $  799.3    $  768.9
  Nonfinancing interest........................................        1,507.7      1,886.2     1,839.7
  Equity in earnings (losses) of associates, net...............          205.5       (172.5)     (508.3)
  Gain on the sale of Daewoo Motor Co..........................             −−           −−       162.8
  Claims, commissions, and grants..............................          467.4        489.7       328.2
  Gain on the sale of finance receivables......................           30.8        436.4       588.8
  Revenue from mortgage operations.............................          208.5        349.5       318.8
  Other........................................................        1,066.0        809.0       210.6
                                                                      −−−−−−−−     −−−−−−−−    −−−−−−−−
        Total other income......................................      $4,359.7     $4,597.6    $3,709.5
                                                                       =======      =======     =======
Other Deductions
  Insurance losses and loss adjustment expenses................       $  749.7     $  614.4    $  587.3
  Provision for financing losses...............................          177.3        300.8       371.0
  Write−down of investment in NCRS.............................             −−           −−       813.2
  Loss on the sale of Allison Gas Turbine Division.............             −−        305.6          −−
  Other........................................................          533.5        403.9        30.4
                                                                      −−−−−−−−     −−−−−−−−    −−−−−−−−
        Total other deductions..................................      $1,460.5     $1,624.7    $1,801.9
                                                                       =======      =======     =======


NOTE 3. STOCK AND OTHER INCENTIVE PLANS

     The Corporation's incentive plans consist of the General Motors Amended
1987 Stock Incentive Plan (the "GMSIP"), the General Motors 1992 Performance
Achievement Plan (the "GMPAP"), the 1984 Electronic Data Systems Corporation
Stock Incentive Plan (the "EDS Plan"), and the GM Hughes Electronics Corporation
Incentive Plan (the "GMHE Plan"). The GMSIP and GMPAP plans are administered by
the Executive Compensation Committee of the Board of Directors (the
"Committee").

     Under the GMSIP, 39.8 million shares of $1 2/3 par value, 12.2 million
shares of Class E, and 5.9 million shares of Class H common stock may be granted
from June 1, 1992 through May 31, 1997 of which 24.8 million, 12.1 million, and
5.4 million shares, respectively, may still be granted at December 31, 1994.
Option prices are 100% of fair market value on the dates of grant, and the
options generally expire 10 years from the dates of grant, subject to earlier
termination under certain conditions.

     Under the EDS Plan, EDS may grant shares and rights or options to acquire
up to 160 million shares of Class E common stock during the 10 year life
(extended an additional 10 years in 1994) of the EDS Plan of which 99.6 million
shares may still be granted at December 31, 1994. No options were outstanding as
of December 31, 1994, 1993, or 1992. Under the EDS Plan, approximately 48.6
million shares of Class E common stock have also been granted to key employees
at stock prices up to $0.025 per share. Such shares generally vest over a
10−year period from the date of grant. Approximately 17.4 million shares were
not yet vested at December 31, 1994.

     Under the GMHE Plan, GMHE may grant shares, rights, or options to acquire
up to 20 million shares of Class H common stock through May 31, 1997 (extended
an additional two years in 1995) of which 5.5 million shares may still be
granted at December 31, 1994. Option prices are 100% of fair market value on the
dates of grant, and the options generally expire 10 years from the dates of
grant, subject to earlier termination under certain conditions.

                                      II−12
   27

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     Changes in the status of outstanding options under the GMSIP and GMHE Plan
were as follows:



GMSIP                                                                       OPTION         SHARES UNDER
$1 2/3 PAR VALUE COMMON                                                     PRICES            OPTION
− −−−−−−−−−−−−−−−−−−−−−−−                                                  −−−−−−−−−−−−−     −−−−−−−−−−−−

Outstanding at January 1, 1992....................................       $19.13−$48.07      17,829,132
Granted...........................................................        37.32− 37.75       5,302,140
Exercised.........................................................        19.13− 41.50        (197,851)
Terminated........................................................        19.13− 48.07        (864,675)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1992..................................        33.97− 48.07      22,068,746
Granted...........................................................        33.88− 44.00       5,526,855
Exercised.........................................................        33.97− 48.07      (4,303,326)
Terminated........................................................        33.88− 48.07        (531,218)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1993..................................        33.88− 48.07      22,761,057
Granted...........................................................        37.32− 59.07       6,159,395
Exercised.........................................................        33.88− 48.07      (3,305,513)
Terminated........................................................        33.88− 59.07        (340,161)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1994..................................       $33.88−$59.07      25,274,778
                                                                         =============     ===========
Memo:
Options exercisable at December 31, 1994..........................                  −−      16,962,654
                                                                         =============     ===========
GMHE PLAN
CLASS H COMMON
− −−−−−−−−−−−−−−
Outstanding at January 1, 1992....................................       $17.07−$30.25       5,061,209
Granted...........................................................        23.63− 25.38       1,927,860
Exercised.........................................................        17.07− 24.35        (136,764)
Terminated........................................................        17.07− 30.25        (335,550)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1992..................................        17.07− 30.25       6,516,755
Granted...........................................................        28.00− 28.56       2,027,260
Exercised.........................................................        17.07− 30.25      (1,960,162)
Terminated........................................................        17.07− 30.25        (217,845)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1993..................................        17.07− 30.25       6,366,008
Granted...........................................................               36.75       1,612,640
Exercised.........................................................        17.07− 30.25        (712,107)
Terminated........................................................        17.07− 36.75        (202,220)
                                                                         −−−−−−−−−−−−−     −−−−−−−−−−−−
Outstanding at December 31, 1994..................................       $17.07−$36.75       7,064,321
                                                                         =============     ===========
Memo:
Options exercisable at December 31, 1994..........................                  −−       4,739,664
                                                                         =============     ===========


NOTE 4. PENSIONS

     The Corporation and its subsidiaries have a number of defined benefit
pension plans covering substantially all employees. Plans covering U.S. and
Canadian represented employees generally provide benefits of negotiated stated
amounts for each year of service as well as significant supplemental benefits
for employees who retire with 30 years of service before normal retirement age.
The benefits provided by the plans covering its U.S. and Canadian salaried
employees, and employees in certain foreign locations, are generally based on
years of service and the employee's salary history. The Corporation and its
subsidiaries also have certain

                                       II−13
   28

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

nonqualified pension plans covering executives which are based on targeted wage
replacement percentages and are unfunded.

     The measurement date used for the Corporation's principal U.S. plans has
been changed from October 1 to December 31, primarily to align the measurement
date with the year−end financial statement date. The impact of this change on
the Corporation's 1994 net income and Stockholders' Equity was not material.
Measurement dates used for the Corporation's other U.S. plans are October 1 for
EDS plans, and December 1 for Hughes' plans. For non−U.S. plans, the measurement
dates used are October 1 for certain foreign plans and December 1 for Canadian
plans.

      Plan assets are primarily invested in U.S. Government obligations, equity
and fixed income securities, commingled pension trust funds, insurance
contracts, and GM $1 2/3 par value and Class E common stock (valued as of the
1994 measurement date at $1,213.9 million and $1,024.6 million, respectively).
The Corporation's funding policy with respect to its qualified plans is to
contribute annually not less than the minimum required by applicable law and
regulation. The Corporation made pension contributions to the U.S. plans of
$7,655.6 million in 1994, $4,387.9 million in 1993, and $1,365.2 million in
1992.

     Total pension expense of the Corporation and its subsidiaries amounted to
$3,677.4 million in 1994, $2,684.9 million in 1993, and $1,981.5 million in
1992. Programs for early retirement were offered to certain employees during
1994, 1993, and 1992. The pension related cost of these programs was $88.9
million, $659.3 million, and $564.1 million, respectively, of which $88.9
million, $229.4 million, and $359.5 million was expensed during 1994, 1993, and
1992, respectively. In 1993, the remainder was charged against certain training
fund accruals, based upon an agreement with represented hourly employees, and in
1992, the remainder was charged against the restructuring reserve.

     Net periodic pension cost and total pension expense for 1994, 1993, and
1992 of U.S. plans and plans of subsidiaries outside the United States included
the components shown in the tables below and on the following page.



                                                                            U.S. PLANS    NON−U.S. PLANS
                                                                            −−−−−−−−−−    −−−−−−−−−−−−−−
                                                                               (DOLLARS IN MILLIONS)

1994
Benefits earned during the year.....................................        $     1,207.0      $   223.7
Interest accrued on benefits earned in prior years..................              4,466.6          617.7
Return on assets
  −− Actual gain....................................................          (1,161.3)          (105.0)
  −− Plus deferred loss.............................................          (3,312.0)          (285.2)
Net amortization....................................................           1,323.5            174.0
                                                                            −−−−−−−−−−      −−−−−−−−−−−−−−
Net periodic pension cost...........................................           2,523.8            625.2
Termination, curtailment, and settlement benefits...................             399.6             61.4
Other−primarily minor pension plans.................................              12.9             54.5
                                                                            −−−−−−−−−−      −−−−−−−−−−−−−−
        Total pension expense........................................       $ 2,936.3          $ 741.1
                                                                              ========      ===========


                                      II−14
  29

                GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                 NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                       U.S. PLANS    NON−U.S. PLANS
                                                                       −−−−−−−−−−    −−−−−−−−−−−−−−
                                                                          (DOLLARS IN MILLIONS)

1993
Benefits earned during the year.....................................    $  939.9         $133.1
Interest accrued on benefits earned in prior years..................     4,258.9          473.9
Return on assets
  −− Actual gain....................................................    (7,159.0)        (775.6)
  −− Less deferred gain.............................................     3,329.1          453.1
Net amortization....................................................       647.7           67.7
                                                                       −−−−−−−−−−       −−−−−−−
Net periodic pension cost...........................................     2,016.6          352.2
Termination, curtailment, and settlement benefits...................       202.8           26.6
Other−primarily minor pension plans.................................        12.1           74.6
                                                                       −−−−−−−−−−       −−−−−−−
       Total pension expense........................................    $2,231.5         $453.4
                                                                        ========     ===========
1992
Benefits earned during the year.....................................    $  859.9         $135.1
Interest accrued on benefits earned in prior years..................     4,089.9          469.2
Return on assets
  −− Actual gain....................................................    (2,770.9)        (147.6)
  −− Plus deferred loss.............................................    (1,320.9)        (217.0)
Net amortization....................................................       403.9           39.0
                                                                       −−−−−−−−−−       −−−−−−−
Net periodic pension cost...........................................     1,261.9          278.7
Termination, curtailment, and settlement benefits...................       332.9           26.6
Other−primarily minor pension plans.................................        (0.1)          81.5
                                                                       −−−−−−−−−−       −−−−−−−
       Total pension expense........................................    $1,594.7         $386.8
                                                                        ========     ===========


                                    II−15
   30

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     The following tables reconcile the funded status of the Corporation's U.S.
and non−U.S. plans for which SFAS No. 87, Employers' Accounting for Pensions,
has been adopted with amounts recognized in the Corporation's Consolidated
Balance Sheet at December 31, 1994 and 1993.



                                                                1994                        1993
                                                      −−−−−−−−−−−−−−−−−−−−−−−     −−−−−−−−−−−−−−−−−−−−−−−
                                                       ASSETS          ACCUM.      ASSETS          ACCUM.
                                                       EXCEED         BENEFITS     EXCEED         BENEFITS
                                                       ACCUM.          EXCEED      ACCUM.          EXCEED
                                                      BENEFITS         ASSETS     BENEFITS         ASSETS
                                                      −−−−−−−−−      −−−−−−−−−−   −−−−−−−−−      −−−−−−−−−−

U.S. PLANS
Actuarial present value of benefits based on
  service to date and present pay levels
  Vested........................................      $20,631.9     $ 28,799.4    $23,137.6     $ 30,991.6
  Nonvested.....................................        1,654.7        6,488.0      1,392.2        7,503.8
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Accumulated benefit obligation..................       22,286.6       35,287.4     24,529.8       38,495.4
Additional amounts related to projected pay
  increases.....................................        1,985.5          192.4      2,189.8          213.0
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Total projected benefit obligation (PBO) based
  on service to date............................       24,272.1       35,479.8     26,719.6       38,708.4
Plan assets at fair value.......................       25,827.9       24,579.7     27,323.5       19,626.4
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
PBO (in excess of) less than plan assets........        1,555.8      (10,900.1)       603.9      (19,082.0)
Unamortized net amount resulting from changes in
  plan experience and actuarial assumptions.....          4,180.1       5,567.4       5,174.7       7,887.8
Unamortized prior service cost..................          1,357.5       5,887.2       1,396.1       6,373.5
Unamortized net obligation (asset) at date of
  adoption......................................       (1,035.7)         624.3     (1,170.3)         944.1
Adjustment for unfunded pension liabilities.....             −−      (11,886.5)          −−      (14,992.4)
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Net prepaid pension cost (accrued liability)
  recognized in the Consolidated Balance
  Sheet.........................................      $ 6,057.7     $(10,707.7)   $ 6,004.4     $(18,869.0)
                                                       ========      =========     ========      =========
NON−U.S. PLANS
Actuarial present value of benefits based on
  service to date and present pay levels
  Vested........................................      $ 1,945.8     $  4,535.9    $ 1,354.2     $  5,558.0
  Nonvested.....................................           68.8          148.0         56.1          234.7
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Accumulated benefit obligation..................        2,014.6        4,683.9      1,410.3        5,792.7
Additional amounts related to projected pay
  increases.....................................          316.6          425.4        132.0          526.4
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Total PBO based on service to date..............        2,331.2        5,109.3      1,542.3        6,319.1
Plan assets at fair value.......................        2,673.3        1,543.1      1,661.4        2,414.3
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
PBO (in excess of) less than plan assets........          342.1       (3,566.2)       119.1       (3,904.8)
Unamortized net amount resulting from changes in
  plan experience and actuarial assumptions.....            455.4         394.7         510.9       1,318.7
Unamortized prior service cost..................            192.1         962.1         146.4       1,154.0
Unamortized net obligation (asset) at date of
  adoption......................................         (218.6)         229.9       (192.6)         137.2
Adjustment for unfunded pension liabilities.....             −−       (1,206.7)          −−       (2,112.7)
                                                      −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−−
Net prepaid pension cost (accrued liability)
  recognized in the Consolidated Balance
  Sheet.........................................      $   771.0     $ (3,186.2)   $   583.8     $ (3,407.6)
                                                       ========      =========     ========      =========


                                      II−16
   31

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     The assumptions for non−U.S. plans were developed on a basis consistent
with that for U.S. plans, adjusted to reflect prevailing economic conditions and
interest rate environments. Assumptions used to determine the pension expense
and the actuarial value of the PBO were:



                                                                                   DECEMBER 31,
                                                                                   −−−−−−−−−−−−
                                                                                   1994    1993
                                                                                   −−−−    −−−−

Weighted average discount rate
  U.S. plans....................................................................    8.5%    7.1%
  Non−U.S. plans................................................................    9.0     8.0
Rate of increase in future compensation levels*
  U.S. plans....................................................................    5.2     5.2
  Non−U.S. plans................................................................    4.8     5.0
Expected long−term rate of return on plan assets
  U.S. plans....................................................................   10.0    10.1
  Non−U.S. plans................................................................    9.8    10.0


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Benefits under the hourly plans are generally not based on wages and therefore
  no benefit escalation beyond existing negotiated or anticipated increases was
  included.

NOTE 5. OTHER POSTRETIREMENT BENEFITS

     The Corporation and certain of its domestic subsidiaries maintain hourly
and salaried benefit plans that provide postretirement medical, dental, vision,
and life insurance to retirees and eligible dependents. These benefits are
funded as incurred from the general assets of the Corporation. Effective January
1, 1992, the Corporation adopted SFAS No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions. This Statement requires that the
cost of such benefits be recognized in the financial statements during the
period employees provide service to the Corporation. The Corporation's previous
practice was to recognize the cost of such postretirement benefits when incurred
(i.e., pay−as−you−go method). The medical, dental, vision, and life insurance
costs for active employees during active service are not covered by this
Standard and are charged directly to expense on a pay−as−you−go basis.

     The cumulative effect of this accounting change as of January 1, 1992 was
$33,116.1 million, or $20,837.7 million after−tax ($33.38 per share of $1 2/3
par value and $2.08 per share of Class H common stock). The incremental ongoing
effect in 1992 of this accounting change was to increase the loss before
cumulative effect of accounting changes by $2,198.8 million, or $1,384.2 million
after−tax ($2.05 per share of $1 2/3 par value and $0.11 per share of Class H
common stock). The incremental ongoing effect in 1993 reduced net income by
$1,486.8 million after−tax ($2.08 per share of $1 2/3 par value and $0.14 per
share of Class H common stock). The incremental ongoing effect in 1994 reduced
net income by $1,398.6 million after−tax ($1.87 per share of $1 2/3 par value
and $0.15 per share of Class H common stock).

     The Corporation has disclosed in the financial statements certain amounts
associated with estimated future postretirement benefits other than pensions and
characterized such amounts as "accumulated postretirement benefit obligations",
"liabilities", or "obligations". Notwithstanding the recording of such amounts
and the use of these terms, the Corporation does not admit or otherwise
acknowledge that such amounts or existing postretirement benefit plans of the
Corporation (other than pensions) represent legally enforceable liabilities of
the Corporation.

     At the date of adoption, the substantive terms of such plans were generally
consistent with the written plan provisions, except that the substantive plan
included certain adjustments to the deductibles, co−pays, and premiums paid by
salaried employees, which the Corporation implemented in 1992.

                                        II−17
   32

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     Certain of the Corporation's subsidiaries outside of the U.S. have
postretirement plans, although most participants are covered by government
sponsored or administered programs, and the postretirement cost of such programs
generally is not significant to the Corporation.

     The total non−pension postretirement benefit cost to the Corporation and
its subsidiaries, other than the cumulative effect of adopting SFAS No. 106,
amounted to $4,122.3 million in 1994, $4,163.4 million in 1993, and $3,700.7
million in 1992, and included the components set forth as follows:



                                                                          1994        1993         1992
                                                                        −−−−−−−−    −−−−−−−−    −−−−−−−−
                                                                             (DOLLARS IN MILLIONS)

Benefits earned during the year................................         $  955.4     $  811.5       $  717.9
Interest accrued on benefits earned in prior years.............          3,114.2      3,177.5        2,982.8
Termination, curtailment, and settlement benefits..............           (233.0)       174.4             −−
Amortization of net actuarial losses...........................            407.4           −−             −−
Amortization of prior service costs due to plan changes........           (121.7)          −−             −−
                                                                        −−−−−−−−     −−−−−−−−       −−−−−−−−
  Total non−pension postretirement benefit cost................         $4,122.3     $4,163.4       $3,700.7
                                                                         =======      =======        =======


     The table below displays the components of the Corporation's postretirement
benefit plans with the obligation recognized in the Consolidated Balance Sheet
at December 31, 1994 and 1993:



                                                                                      DECEMBER 31,
                                                                                 −−−−−−−−−−−−−−−−−−−−−−
                                                                                   1994         1993
                                                                                 −−−−−−−−−    −−−−−−−−−
                                                                                 (DOLLARS IN MILLIONS)

Accumulated postretirement benefit obligation (APBO) attributable to
  Current retirees.....................................................          $21,562.3       $24,133.2
  Fully eligible active plan participants..............................            3,984.7         3,913.3
  Other active plan participants.......................................           11,196.1        17,577.1
                                                                                 −−−−−−−−−       −−−−−−−−−
APBO...................................................................           36,743.1        45,623.6
Unamortized prior service costs due to plan changes....................              958.3         1,080.0
Unamortized net amount resulting from changes in plan experience and
  actuarial assumptions................................................            2,316.8        (8,783.6)
                                                                                 −−−−−−−−−       −−−−−−−−−
Net obligation recognized in the Consolidated Balance Sheet............          $40,018.2       $37,920.0
                                                                                  ========        ========


     The following table summarizes the principal assumptions used in
determining the actuarial value of the APBO:



                                                                                          DECEMBER 31,
                                                                                         −−−−−−−−−−−−−−
                                                                                         1994      1993
                                                                                         −−−−      −−−−

Weighted average discount rate................................................           8.8 %          7.0%
Weighted average rate of increase in future compensation levels related to
  pay−related life insurance..................................................           4.2 %          4.2%
Base weighted average health−care cost trend rate (a):
  1994........................................................................                       9.12%
  1995........................................................................           8.7 %
Ultimate sustained weighted average health−care cost trend rate in 2006 (b)...           5.5 %          5.5%


− −−−−−−−−−−−−−−−−−−−−−−−−−
(a) Current year trend rate assumed at beginning of year is adjusted to actual
     in determining year−end obligations.

(b) Rate decreases on a linear basis through 2002, reaches an ultimate weighted
     average trend rate in 2006.

                                      II−18
   33

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     The following decreases would result from a one percentage point increase
in the weighted average discount rate:



                                                                                    1994         1993
                                                                                   −−−−−−      −−−−−−
                                                                                      (DOLLARS IN
                                                                                       MILLIONS)

APBO.....................................................................          $3,800      $5,500


     The following increases would result from a one percentage point increase
in the weighted average health−care cost trend rates:



                                                                                    1994         1993
                                                                                   −−−−−−      −−−−−−
                                                                                      (DOLLARS IN
                                                                                       MILLIONS)

APBO.....................................................................          $3,950      $5,700
Service and interest components of postretirement expense................          $ 600       $ 550


NOTE 6. SPECIAL PROVISION FOR SCHEDULED PLANT CLOSINGS AND OTHER RESTRUCTURINGS

     The 1993 operating results included a pre−tax increase of $950.0 million to
the Corporation's previously announced plant closing reserve ($589.0 million
after taxes, or $0.83 per share of $1 2/3 par value common stock). The increase
in the reserve resulted from changes in assumptions, primarily regarding the
amount and duration of job security and supplemental unemployment benefits
expected to be paid to employees, given the terms of the Corporation's
collective bargaining agreements, which mainly include payments for employee job
security, and facility holding costs.

     The 1992 operating results included a special restructuring charge of
$1,237.0 million ($749.4 million after taxes, or $0.97 per share of $1 2/3 par
value common stock and $1.87 per share of Class H common stock) primarily
attributable to redundant facilities and related employment costs at Hughes. The
special charge comprehends a reduction of Hughes worldwide employment, a major
facilities consolidation, and a re−evaluation of certain business lines that no
longer meet Hughes' strategic objectives.

     During 1994, 1993, and 1992, a net of $727.1 million, $1,127.2 million, and
$974.3 million, respectively, was charged against these reserves, primarily
related to employee job security costs. In addition, in 1994 and 1993 the GMHE
restructuring reserve was increased by $35 million and $78 million,
respectively, primarily due to changes in the estimated loss on disposition of
two subsidiaries. In 1994, the reserve was decreased to reflect the discounting
of only the postemployment benefits portion of the reserve due to the
Corporation's use of discounting in its method of adoption of SFAS No. 112. At
December 31, 1994, the discount was $401.9 million.

NOTE 7. PROFIT SHARING PLANS

     The profit sharing formula provides a range of percentage payouts when the
Corporation's manufacturing, wholesale marketing, defense, electronics, and
computer service operations U.S. income before income taxes with the financing
and insurance operations reflected on an equity basis exceeds various minimum
annual returns on U.S. sales and revenues. Both the percentage payout and the
minimum returns are as agreed to by the Corporation and eligible U.S. employees.
GM's 1994 pre−tax income from U.S. operations will result in a profit sharing
payout of approximately $185 million. GM's pre−tax losses from U.S. operations
in 1993 and 1992 precluded a payment under the profit sharing formula.

                                      II−19
   34

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 8. UNITED STATES, FOREIGN, AND OTHER INCOME TAXES −− DEFERRED AND PAYABLE



                                                                        1994       1993        1992
                                                                      −−−−−−−−    −−−−−−−    −−−−−−−−−
                                                                           (DOLLARS IN MILLIONS)

Taxes estimated to be payable (refundable) currently
  U.S. Federal.................................................       $  544.7        ($230.5)   $   183.7
  Foreign......................................................        1,029.9          783.8      1,593.0
  U.S. state and local.........................................           69.7          188.9         85.8
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
        Total.....................................................     1,644.3          742.2      1,862.5
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
Deferred tax (benefits) liabilities −− net
  U.S. Federal.................................................          576.0          (86.2)    (2,313.6)
  Increase in U. S. corporate income tax rate..................             −−         (444.3)          −−
  Foreign......................................................          421.7          (28.3)        60.8
  U.S. state and local.........................................          108.5           (5.3)      (224.9)
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
        Total.....................................................     1,106.2         (564.1)    (2,477.7)
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
Investment tax credits amortized −− net
  U.S. Federal.................................................          (48.1)         (58.6)       (72.5)
  Foreign......................................................           (7.8)         (10.0)       (24.8)
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
        Total.....................................................       (55.9)         (68.6)       (97.3)
                                                                      −−−−−−−−        −−−−−−−    −−−−−−−−−
         Total taxes (credit)....................................     $2,694.6*       $ 109.5    $ (712.5)*
                                                                      ========        =======    =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
*Excluding effect of accounting changes.

     Deferred income tax assets and liabilities for 1994 and 1993 reflect the
impact of temporary differences between amounts of assets and liabilities for
financial reporting purposes and the bases of such assets and liabilities as
measured by tax laws. The net deferred tax asset in the U.S. was $18,171.0
million and $19,165.5 million at December 31, 1994 and 1993, respectively.

     Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities at December 31, 1994 and 1993 are as follows:



                                                            1994 DEFERRED TAX           1993 DEFERRED TAX
                                                         −−−−−−−−−−−−−−−−−−−−−−−−    −−−−−−−−−−−−−−−−−−−−−−−−
                                                          ASSETS      LIABILITIES     ASSETS      LIABILITIES
                                                         −−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−    −−−−−−−−−−−
                                                                        (DOLLARS IN MILLIONS)

Postretirement benefits other than pensions.......       $15,184.7     $         −−      $14,330.7    $        −−
Depreciation......................................           465.3          4,915.6          442.7        4,477.7
Sales and product allowances......................         1,615.2            241.3        1,887.1          367.7
Policy and warranty...............................         2,041.9               −−        2,165.0             −−
Benefit plans.....................................         1,606.3          3,757.4        1,204.3        2,623.0
Lease transactions................................              −−          2,321.3             −−        1,704.7
Alternative minimum tax...........................           939.3               −−          638.8             −−
Minimum pension liability adjustment..............         2,213.4               −−        3,209.2             −−
Capitalized research and experimentation..........           780.3               −−          884.7             −−
Special provision for scheduled plant closings and
  other restructurings............................         1,807.4             −−          2,206.3             −−
Profits on long−term contracts....................           387.7          632.4               −−          543.3
U.S. state NOL carryforward.......................           314.2             −−            301.2             −−
Financing losses..................................           253.2             −−            332.5             −−
Tax on unremitted profits.........................              −−          353.1               −−          399.8
Miscellaneous foreign.............................         1,422.2          638.3            638.9          180.8
All other.........................................         4,721.6        2,681.7          4,712.9        2,815.5
                                                         −−−−−−−−−    −−−−−−−−−−−        −−−−−−−−−    −−−−−−−−−−−
  Subtotal........................................        33,752.7       15,541.1         32,954.3       13,112.5
Valuation allowance...............................        (1,074.4)            −−         (1,027.6)            −−
                                                         −−−−−−−−−    −−−−−−−−−−−        −−−−−−−−−    −−−−−−−−−−−
        Total deferred taxes.........................    $32,678.3     $ 15,541.1        $31,926.7     $ 13,112.5
                                                         =========     ==========        =========     ==========


     Certain amounts for 1993 have been reclassified to conform with 1994
classifications.

                                       II−20
   35

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     Provisions are made for estimated U.S. and foreign income taxes, less
available tax credits and deductions, which may be incurred on the remittance of
the Corporation's share of subsidiaries' undistributed earnings not deemed to be
permanently invested. Taxes have not been provided on foreign subsidiaries'
earnings which are deemed essentially permanently reinvested of approximately
$5.8 billion at December 31, 1994 and 1993. Quantification of the deferred tax
liability, if any, associated with permanently reinvested earnings is not
practicable.

     Income (Loss) before income taxes included the following components:



                                                              1994             1993            1992
                                                            −−−−−−−−         −−−−−−−−        −−−−−−−−−
                                                                       (DOLLARS IN MILLIONS)

U.S. income (loss)...................................       $3,152.1         $ (512.7)      $(6,767.3)
Foreign income.......................................        5,201.2          3,088.0         3,434.2
                                                            −−−−−−−−         −−−−−−−−       −−−−−−−−−
        Total...........................................    $8,353.3         $2,575.3       $(3,333.1)
                                                            ========         ========       =========


     The consolidated income tax (credit) was different than the amount computed
using the U.S. statutory income tax rate for the reasons set forth in the table
below:



                                                              1994             1993            1992
                                                            −−−−−−−−         −−−−−−−−        −−−−−−−−−
                                                                       (DOLLARS IN MILLIONS)

Expected tax (credit) at U.S. statutory income tax
  rate(1)............................................       $2,923.7         $ 901.4        $(1,133.3)
U.S. state and local income taxes....................          130.8           129.7           (154.7)
Deferred tax impact of Federal rate increase.........             −−          (444.3 )             −−
Investment tax credits amortized.....................          (62.2)          (77.1 )          (98.0)
NCRS charge −− primarily goodwill....................             −−              −−            208.9
U.S. tax effect of foreign earnings and dividends....          126.5            80.9            229.9
Foreign rates other than 35%/34%(1)..................         (453.6)         (433.4 )          214.6
Taxes on unremitted earnings of subsidiaries.........          123.5            54.3             42.3
Equity effect in pre−tax income......................          (71.9)           60.4            172.8
Other adjustments....................................          (22.2)         (162.4 )         (195.0)
                                                            −−−−−−−−         −−−−−−−−       −−−−−−−−−
        Consolidated income tax (credit)................    $2,694.6(2)      $ 109.5        $ (712.5)(2)
                                                            ========         =======        =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) 35% in 1994 and 1993 and 34% in 1992.

(2) Excluding effect of accounting changes.

                                       II−21
   36

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 9. EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO AND DIVIDENDS ON COMMON STOCKS

     Earnings (Loss) per share attributable to common stocks have been
determined based on the relative amounts available for the payment of dividends
to holders of $1 2/3 par value, Class E, and Class H common stocks. The
allocation of earnings (loss) attributable to such common stocks and the
calculation of the related amounts per share are computed by considering the
weighted average number of common shares outstanding and common stock
equivalents, to the extent the effect of such equivalents is not antidilutive.
Operations of the incentive plans and the assumed exercise of stock options do
not have a material dilutive effect on earnings per share at this time.

     Dividends on the $1 2/3 par value common stock are declared out of the
earnings of GM and its subsidiaries, excluding the Available Separate
Consolidated Net Income (Loss) of EDS and GMHE. Dividends on the Class E and
Class H common stocks are declared out of the Available Separate Consolidated
Net Income (Loss) of EDS and GMHE, respectively, earned since the acquisition by
GM.

     The Available Separate Consolidated Net Income (Loss) of EDS and GMHE is
determined quarterly and is equal to the separate consolidated net income (loss)
of EDS and GMHE, respectively, excluding the effects of purchase accounting
adjustments arising at the time of acquisition, multiplied by a fraction, the
numerator of which is a number equal to the weighted average number of shares of
Class E or Class H common stock outstanding during the period and the
denominator of which was 481.7 million for Class E stock and 399.9 million for
Class H stock during the fourth quarter of 1994. Comparable denominators for the
fourth quarters of 1993 and 1992 were 480.6 million and 479.3 million,
respectively, for Class E stock and 399.9 million for Class H stock in the
fourth quarters of both years.

     The denominators used in determining the Available Separate Consolidated
Net Income (Loss) of EDS and GMHE are adjusted as deemed appropriate by the
Board of Directors to reflect subdivisions or combinations of the Class E and
Class H common stocks and to reflect certain transfers of capital to or from EDS
and GMHE. The Board's discretion to make such adjustments is limited by criteria
set forth in GM's Certificate of Incorporation. In this regard, the Board has
generally caused the denominators to decrease as shares are purchased by EDS or
GMHE, and to increase as such shares are used, at EDS or GMHE expense, for EDS
or GMHE employee benefit plans or acquisitions.

     Dividends may be paid on common stocks only when, as, and if declared by
the Board of Directors in its sole discretion. The Board's policy with respect
to $1 2/3 par value common stock is to distribute dividends based on the outlook
and the indicated capital needs of the business. The current policy of the Board
with respect to the Class E and Class H common stocks is to pay cash dividends
approximately equal to 30% and 35% of the Available Separate Consolidated Net
Income of EDS and GMHE, respectively, for the prior year. Notwithstanding the
current dividend policy, the Board of Directors declared a dividend on the Class
H common stock for each of the quarters of 1994, 1993, and 1992, which exceeded
35% of the Available Separate Consolidated Net Income (Loss) of GMHE for the
preceding year (excluding the effect of the $749.4 million after−tax special
restructuring charge at Hughes in 1992).

     For the purpose of determining earnings (loss) per share and amounts
available for dividends on common stocks, the amortization of intangible assets
arising from the acquisitions of Hughes and EDS is charged against earnings
(loss) attributable to $1 2/3 par value common stock. The resulting effect on
the 1994, 1993, and 1992 earnings (loss) attributable to $1 2/3 par value common
stock was a net credit (charge) of $112.8 million, $149.8 million, and ($827.0)
million, respectively, for the Hughes acquisition and $56.0 million, $39.2
million, and $61.5 million, respectively, for the EDS acquisition. Such amounts
consist of the amortization of the intangible assets arising from the
acquisitions, the profit on intercompany transactions, and the earnings (loss)
of GMHE or EDS attributable to $1 2/3 par value common stock.

                                      II−22
   37

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 10. FINANCE RECEIVABLES −− NET

     The composition of finance receivables outstanding at December 31, 1994 and
1993 is summarized as follows:



                                                                                   1994         1993
                                                                                 −−−−−−−−−    −−−−−−−−−
                                                                                 (DOLLARS IN MILLIONS)

U.S.
  Retail...............................................................          $23,486.8     $22,322.2
  Wholesale............................................................           14,560.9      16,663.5
  Leasing and lease financing..........................................            1,613.4       2,372.1
  Term loans to dealers and others.....................................            3,670.0       3,902.1
                                                                                 −−−−−−−−−     −−−−−−−−−
        Total U.S.......................................................          43,331.1      45,259.9
                                                                                 −−−−−−−−−     −−−−−−−−−
Canada, Mexico, and International
  Retail...............................................................            7,747.9       6,846.4
  Wholesale............................................................            4,850.6       3,832.3
  Leasing and lease financing..........................................            1,666.7       1,491.3
  Term loans to dealers and others.....................................              484.2         387.9
                                                                                 −−−−−−−−−     −−−−−−−−−
        Total Canada, Mexico, and International.........................          14,749.4      12,557.9
                                                                                 −−−−−−−−−     −−−−−−−−−
Total finance receivables..............................................           58,080.5      57,817.8
Less −− Unearned income................................................           (3,309.9)     (3,195.1)
      Allowance for financing losses...................................             (693.3)       (748.0)
                                                                                 −−−−−−−−−     −−−−−−−−−
        Total finance receivables −− net.................................        $54,077.3     $53,874.7
                                                                                  ========      ========


     Retail, lease financing, and leasing receivable installments past due over
30 days amounted to $28.5 million and $79.2 million at December 31, 1994 and
1993, respectively. Installments on term loans to dealers and others past due
over 30 days aggregated $70.7 million at December 31, 1994 and $82.0 million at
December 31, 1993.

     The aggregate amount of total finance receivables maturing in each of the
five years following December 31, 1994 is as follows: 1995−$34,453.1 million;
1996−$10,670.7 million; 1997−$7,361.2 million; 1998−$3,873.8 million;
1999−$1,531.4 million; and 2000 and thereafter−$190.3 million.

     The following table presents an analysis of the allowance for financing
losses for 1994 and 1993:



                                                                                     1994       1993
                                                                                    −−−−−−−    −−−−−−−
                                                                                       (DOLLARS IN
                                                                                        MILLIONS)

Allowance for financing losses at beginning of the year...................          $ 748.0     $ 817.0
                                                                                    −−−−−−−     −−−−−−−
Charge−offs
  U.S.....................................................................           (310.7)     (365.3)
  Other countries.........................................................            (50.3)      (72.6)
                                                                                    −−−−−−−     −−−−−−−
Total charge−offs.........................................................           (361.0)     (437.9)
Recoveries and other......................................................            116.0        74.5
Transfers to other nonearning assets......................................               −−       (40.2)
Transfers from sold receivables allowance.................................             13.0        33.8
Provisions charged to income..............................................            177.3       300.8
                                                                                    −−−−−−−     −−−−−−−
Allowance for financing losses at end of the year.........................          $ 693.3     $ 748.0
                                                                                    =======     =======


                                      II−23
   38

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     GMAC sold finance receivables through special purpose subsidiaries. These
subsidiaries generally retain a subordinated investment of no greater than 9% of
the total receivables pool and market the remaining portion. These subordinated
investments absorb losses related to sold receivables to the extent that such
losses are greater than the excess cash flows from those receivables and cash
reserves related to the sale transaction. Pre−tax gains relating to such sales
recorded in Other Income (excluding limited recourse loss provisions which
generally have been provided at the time the contracts were originally acquired)
amounted to $30.8 million in 1994, $436.4 million in 1993, and $588.8 million in
1992. GMAC continues to service these receivables for a fee. GMAC's retail
finance receivable servicing portfolio amounted to $9.9 billion, $14.9 billion,
and $10.9 billion at December 31, 1994, 1993, and 1992, respectively.

     During 1994, GMAC completed its first wholesale receivable sale which
included floating rate term notes sold to the public and floating rate
subordinated certificates and a floating rate revolving note privately placed.
Wholesale receivable sales resulted in a decrease in outstandings of $2.6
billion which comprised GMAC's wholesale finance servicing portfolio at December
31, 1994. The certificates, when taken together with the reserve fund, provide
credit support for the notes.

NOTE 11. GENERAL MOTORS ACCEPTANCE CORPORATION AND SUBSIDIARIES

                    CONDENSED GMAC CONSOLIDATED BALANCE SHEET



                                                                               1994          1993
                                                                             −−−−−−−−−     −−−−−−−−−
                                                                              (DOLLARS IN MILLIONS)

Cash and cash equivalents.............................................       $ 1,339.5     $ 4,028.1
Investments in securities.............................................         3,891.7       3,449.7
Finance receivables −− net............................................        54,625.1      54,134.8
Net investment in operating leases....................................        17,809.2      11,363.5
Receivables −− General Motors Corporation.............................         1,080.5       1,355.5
Other assets..........................................................         6,791.4       6,419.2
                                                                             −−−−−−−−−     −−−−−−−−−
        Total Assets.....................................................    $85,537.4     $80,750.8
                                                                              ========      ========
Short−term debt.......................................................       $35,114.8     $35,084.4
Accounts payable and other liabilities (including GM and affiliates −−
  $1,867.3 and $2,487.5)..............................................        10,989.3      10,125.3
Long−term debt........................................................        31,539.6      27,688.8
Stockholder's equity..................................................         7,893.7       7,852.3
                                                                             −−−−−−−−−     −−−−−−−−−
        Total Liabilities and Stockholder's Equity.......................    $85,537.4     $80,750.8
                                                                              ========      ========


                                       II−24
   39

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

                 CONDENSED GMAC CONSOLIDATED STATEMENT OF INCOME



                                                                      1994           1993           1992
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
                                                                             (DOLLARS IN MILLIONS)

Financing Revenue
  Retail and lease financing....................................    $ 2,955.0      $ 3,673.4      $ 5,507.0
  Leasing.......................................................      4,855.7        3,870.9         3,527.9
  Wholesale and term loans......................................      1,608.1        1,207.7         1,367.2
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Total financing revenue.........................................      9,418.8        8,752.0        10,402.1
Interest and discount...........................................      4,230.9        4,721.2         5,828.6
Depreciation on operating leases................................      3,233.8        2,702.0         2,429.6
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Net financing revenue...........................................      1,954.1        1,328.8         2,143.9
Insurance premiums earned.......................................      1,127.6        1,107.2         1,159.7
Other income....................................................      1,598.6        2,624.3         2,177.5
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Net Financing Revenue and Other.................................      4,680.3        5,060.3         5,481.1
Expenses........................................................      3,240.5        3,487.5         3,380.1
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Income before income taxes......................................      1,439.8        1,572.8         2,101.0
Income taxes....................................................        512.7          591.7           882.3
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Income before cumulative effect of accounting changes...........        927.1          981.1         1,218.7
Cumulative effect of accounting changes.........................         (7.4)*           −−          (282.6)*
                                                                    −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
Net Income......................................................    $   919.7      $   981.1      $    936.1
                                                                    =========      =========      =========
Cash dividends paid to GM.......................................    $   875.0      $ 1,250.0      $ 1,100.0
                                                                    =========      =========      =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
*GMAC adopted SFAS No. 112 effective January 1, 1994 and SFAS No. 106 effective
 January 1, 1992.

               CONDENSED GMAC CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                      1994           1993           1992
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
                                                                             (DOLLARS IN MILLIONS)

Net cash provided by operating activities.......................   $   4,735.8    $   4,901.8    $   5,166.8
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Cash flows from investing activities
Finance receivables −− acquisitions.............................    (156,579.8)    (103,396.3)    (120,829.8)
                       liquidations.............................     137,598.4       92,808.6      119,453.1
Notes receivable from General Motors Corporation................         275.0       10,207.7        2,303.0
Operating leases −− acquisitions................................     (13,086.8)      (6,971.3)      (6,182.8)
                    liquidations................................       3,569.5        2,572.7        1,912.7
Investments in securities −− acquisitions.......................     (11,715.3)     (10,976.1)      (9,714.8)
                             liquidations.......................      11,495.2       10,676.7        9,717.7
Proceeds from sales of receivables..............................      18,800.0       13,072.2       11,201.8
Due and deferred from receivable sales..........................         322.9         (618.4)        (854.3)
Other...........................................................        (612.5)         449.1          224.7
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Net cash provided by (used in) investing activities.............      (9,933.4)       7,824.9        7,231.3
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Cash flows from financing activities
Debt with original maturities 90 days and over −− proceeds......      46,348.0       38,577.4       50,507.6
                                                  liquidations..     (46,541.3)     (45,148.0)     (54,475.9)
Debt with original maturities less than 90 days −− net change...       3,540.8       (4,744.0)      (5,866.1)
Cash dividends paid to GM.......................................        (875.0)      (1,250.0)      (1,100.0)
Proceeds from issuance of stock to GM...........................          35.0             −−             −−
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Net cash provided by (used in) financing activities.............       2,507.5      (12,564.6)     (10,934.4)
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Effect of exchange rate changes on cash and cash equivalents....           1.5           (5.1)          (5.1)
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Net increase (decrease) in cash and cash equivalents............      (2,688.6)         157.0        1,458.6
Cash and cash equivalents at beginning of the year..............       4,028.1        3,871.1        2,412.5
                                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−
Cash and cash equivalents at end of the year....................   $   1,339.5    $   4,028.1    $   3,871.1
                                                                   ===========    ===========    ===========
Supplementary cash flow information
  Interest paid.................................................   $   4,223.7    $   4,819.1    $   5,824.0
  Income taxes paid (refundable)................................   $     (16.0)   $     430.5    $     541.8


                                        II−25
   40

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

INVESTMENTS IN SECURITIES

     As a result of GMAC's adoption of SFAS No. 115, GMAC's bonds, notes,
certificates of deposit, other investments, and preferred stocks with mandatory
redemption terms are carried at market value. In prior years, these investments
were carried at amortized cost. Equity securities are carried at market (fair)
value for both years.



                                                                      DECEMBER 31, 1994
                                                     −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                    FAIR       UNREALIZED     UNREALIZED
                 TYPE OF SECURITY                      COST        VALUE         GAINS          LOSSES
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−−−−     −−−−−−−−     −−−−−−−−−−     −−−−−−−−−−
                                                                    (DOLLARS IN MILLIONS)

Bonds, notes, and other securities
  United States Government and governmental
     agencies and authorities.....................      $   298.5       $   285.0       $   0.3       $   (13.8)
  States, municipalities, and political
     subdivisions.................................       1,813.3         1,747.4        38.0             (103.9)
  Other...........................................       1,417.0         1,387.3         4.2              (33.9)
                                                        −−−−−−−−        −−−−−−−−    −−−−−−−−−−        −−−−−−−−−−
Total debt securities.............................       3,528.8         3,419.7        42.5             (151.6)
Equity securities.................................         280.9           472.0       203.2              (12.1)
                                                        −−−−−−−−        −−−−−−−−    −−−−−−−−−−        −−−−−−−−−−
Total investments in securities...................      $3,809.7        $3,891.7      $245.7           $ (163.7)
                                                         =======         =======    ========           ========




                                                                         DECEMBER 31, 1993
                                                        −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

Bonds, notes, and other securities
  United States Government and governmental
     agencies and authorities.....................      $   195.1       $   206.3       $ 11.4        $    (0.2)
  States, municipalities, and political
     subdivisions.................................       1,997.7         2,137.6       146.2               (6.3)
  Other...........................................         735.9           781.0        48.3               (3.2)
                                                        −−−−−−−−        −−−−−−−−    −−−−−−−−−−        −−−−−−−−−−
Total debt securities.............................       2,928.7         3,124.9       205.9               (9.7)
Equity securities.................................         266.2           521.0       270.9              (16.1)
                                                        −−−−−−−−        −−−−−−−−    −−−−−−−−−−        −−−−−−−−−−
Total investments in securities...................      $3,194.9        $3,645.9      $476.8           $ (25.8)
                                                         =======         =======    ========           ========


     The distribution of maturities of GMAC's debt securities at December 31,
1994 and 1993 is summarized below:



                                                             1994                       1993
                                                     −−−−−−−−−−−−−−−−−−−−−     −−−−−−−−−−−−−−−−−−−−−
                                                                    FAIR                      FAIR
                     MATURITY                          COST        VALUE         COST        VALUE
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−−−−     −−−−−−−−     −−−−−−−−     −−−−−−−−
                                                                  (DOLLARS IN MILLIONS)

Due in one year or less...........................      $  177.6        $  179.0    $  168.0      $  173.5
Due after one year through five years.............         637.9           631.5       621.6         663.7
Due after five years through 10 years.............         997.9           968.8       876.6         931.8
Due after 10 years................................       1,094.3         1,027.4     1,080.0       1,162.2
Mortgage−backed securities........................         621.1           613.0       182.5         193.7
                                                        −−−−−−−−        −−−−−−−−    −−−−−−−−      −−−−−−−−
Total debt securities.............................      $3,528.8        $3,419.7    $2,928.7      $3,124.9
                                                         =======         =======     =======       =======


     Proceeds from the sale of debt securities amounted to $1,036.4   million in
1994, $2,093.4 million in 1993, and $1,690.3 million in 1992. Gross   realized
gains amounted to $15.0 million in 1994, $58.6 million in 1993, and   $54.7
million in 1992. Gross realized losses amounted to $18.9 million in   1994, $13.3
million in 1993, and $5.4 million in 1992.

                                      II−26
   41

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     Proceeds from the sale of equity securities amounted to $185.1 million in
1994, $258.6 million in 1993, and $232.4 million in 1992. Gross realized gains
amounted to $80.5 million in 1994, $160.5 million in 1993, and $79.3 million in
1992. Gross realized losses amounted to $11.9 million in 1994, $2.3 million in
1993, and $6.3 million in 1992.

NOTE 12. INVENTORIES

                           MAJOR CLASSES OF INVENTORIES



                                                                                     1994         1993
                                                                                   −−−−−−−−−    −−−−−−−−
                                                                                   (DOLLARS IN MILLIONS)

Productive material, work in process, and supplies......................           $ 5,478.3    $4,671.9
Finished product, service parts, etc. ..................................             4,649.5     3,943.2
                                                                                   −−−−−−−−−    −−−−−−−−
  Total.................................................................           $10,127.8    $8,615.1
                                                                                    ========     =======
Memo: Increase in LIFO inventories if valued at first−in, first−out
      (FIFO)............................................................           $ 2,535.9    $2,519.0
                                                                                    ========     =======


     Inventories are stated generally at cost, which is not in excess of market.
The cost of substantially all U.S. inventories other than the inventories of
Saturn Corporation (Saturn) and GMHE is determined by the last−in, first−out
(LIFO) method. The cost of non−U.S., Saturn, and GMHE inventories is determined
generally by FIFO or average cost methods.

     As a result of decreases in U.S. inventories, certain inventory quantities
carried at lower LIFO costs prevailing in prior years, as compared with the
costs of current purchases, were liquidated in 1993 and 1992. These inventory
adjustments improved pre−tax operating results by approximately $134.4 million
in 1993, primarily from the sale of the Allison Gas Turbine Division, and $294.7
million in 1992.

NOTE 13. REAL ESTATE, PLANTS, AND EQUIPMENT



                                                                 ESTIMATED USEFUL
                                                                  LIVES (YEARS)           1994         1993
                                                                 −−−−−−−−−−−−−−−−       −−−−−−−−−    −−−−−−−−−
                                                                                        (DOLLARS IN MILLIONS)

Real estate, plants, and equipment
  Land...................................................                 −−            $   799.1    $   806.8
  Land improvements......................................              20−31              1,849.7      1,830.9
  Leasehold improvements −− less amortization............               8−10                306.8        281.3
  Buildings..............................................              29−40             13,651.6     13,577.0
  Machinery and equipment................................               5−27             43,890.2     43,816.7
  Furniture and office equipment.........................               8−20              5,306.7      4,453.1
  Capitalized leases.....................................               5−40              1,199.7      1,135.8
  Construction in progress...............................                 −−              2,804.1      2,064.8
                                                                                        −−−−−−−−−    −−−−−−−−−
        Total...............................................                            $69,807.9    $67,966.4
                                                                                         ========     ========


     The lease payments to be received relate to equipment on operating leases
maturing in each of the five years following December 31, 1994 and are as
follows: 1995−$4,988.8 million; 1996−$3,267.2 million; 1997−$1,415.5 million;
1998−$229.9 million; and 1999−$99.4 million.

                                       II−27
   42

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 14. INTANGIBLE ASSETS



                                                                                   1994         1993
                                                                                 −−−−−−−−−    −−−−−−−−−
                                                                                 (DOLLARS IN MILLIONS)

Pensions (Note 4)......................................................          $ 7,373.8    $ 8,627.0
Purchased mortgage servicing rights....................................              222.3        194.9
Acquisition of Hughes..................................................            3,005.2      3,129.1
Goodwill relating to all other acquisitions............................            1,214.1      1,040.5
All Other..............................................................               98.4        115.4
                                                                                 −−−−−−−−−    −−−−−−−−−
        Total.............................................................       $11,913.8    $13,106.9
                                                                                  ========     ========


     Purchased mortgage servicing rights are being amortized over periods that
generally match future net mortgage servicing revenues.

     Intangible assets arising from the acquisition of Hughes relate to patents
and related technology and other intangible assets which were originally
recorded in 1985 and are principally being amortized over 40 years.

     Goodwill resulting from other past acquisitions is being amortized over
periods of eight to 40 years. Certain purchased software is being amortized over
five to eight years.

     In 1992, GMHE acquired the missile business of General Dynamics Corporation
in exchange for 21.5 million shares of Class H common stock and cash of $62.8
million. The acquisition was accounted for as a purchase and, accordingly, the
operating results of such operations have been consolidated since the
acquisition date. The excess of the purchase price over the fair value of the
acquired net assets, and the pro forma effect on 1992 operating results, were
not material.

NOTE 15. NOTES AND LOANS PAYABLE



                                                                 WEIGHTED AVERAGE
                                                                 INTEREST RATE(1)       1994         1993
                                                                 −−−−−−−−−−−−−−−−     −−−−−−−−−    −−−−−−−−−
                                                                                      (DOLLARS IN MILLIONS)

Notes, loans, and debentures
  Payable within one year
     Current portion of long−term debt..................                8.1%          $ 8,381.8    $13,580.8
     Commercial paper(2)................................                6.1%           18,644.4     14,521.1
     All other(2).......................................                6.5%            9,213.9      8,493.6
  Payable beyond one year
       1995.............................................                 −−                  −−      7,958.9
       1996.............................................                7.2%           11,953.4      7,972.5
       1997.............................................                7.0%           10,158.8      6,168.9
       1998.............................................                6.8%            2,795.6      1,875.1
       1999.............................................                7.5%            4,151.2      2,121.6
       2000 and after                                                   8.5%            9,367.6      8,639.3
  Unamortized discount..................................                                 (936.5)      (890.6)
                                                                                      −−−−−−−−−    −−−−−−−−−
            Total.........................................                            $73,730.2    $70,441.2
                                                                                       ========     ========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) The weighted average interest rate includes the impact of interest rate swap
    agreements.
(2) The weighted average interest rate for commercial paper and all other
    short−term borrowings was 3.6% and 4.9%, respectively, at December 31, 1993.

                                       II−28
   43

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     After consideration of foreign currency swaps, the above 1994 maturities,
payable beyond one year, include $6.7 billion in currencies other than the U.S.
Dollar, primarily the Canadian Dollar ($1.9 billion) and German Mark ($2.1
billion).

     At December 31, 1994 and 1993, Notes and Loans Payable include $62.0
billion and $62.8 billion of obligations with fixed rates, and $11.7 billion and
$7.6 billion of obligations with variable interest rates (predominantly based on
the London Interbank Offering Rate or LIBOR), after considering the impact of
interest rate swap agreements.

     To achieve its desired balance between fixed and variable rate debt, the
Corporation has entered into interest rate swap, interest rate cap, interest
rate collar, and swaption agreements. The notional amounts of such agreements as
of December 31, 1994 were approximately $5,482 million ($4,195 million pay
variable and $1,287 million pay fixed), $440 million, $50 million, and $741
million, respectively. The notional amounts of such agreements as of December
31, 1993 were approximately $4,709 million ($3,471 million pay variable and
$1,238 million pay fixed), $790 million, zero, and $1,191 million, respectively.

     The Corporation and certain of its subsidiaries maintain or otherwise have
available to them through asset securitization programs various syndicated bank
credit facilities which in aggregate provide $25.9 billion of committed bank
credit availability. The terms of the facilities range from one to five years,
with a weighted average term of approximately three years. Facility and
commitment fees on the syndicated credit facilities average 0.16% per annum over
the term of the various agreements based on the Corporation's current credit
rating. The facilities contain certain covenants. The Corporation and its
subsidiaries were in compliance with these covenants at December 31, 1994.

     The Corporation and its subsidiaries maintain other bank lines of credit,
some of which are supported by bank commitment fees and compensating balances.
Compensating balances, which are not subject to withdrawal restrictions, are
maintained at a level required to provide the same income that a fee would
generate. Total commitment and facilities fees incurred by the Corporation
amounted to $49.3 million in 1994, $44.5 million in 1993, and $28.5 million in
1992. Total compensating balances maintained by the Corporation in lieu of
commitment fees averaged $23.5 million in 1994 and $87.2 million in 1993.

     At December 31, 1994, unused short−term credit facilities totaled
approximately $18.5 billion and unused long−term credit facilities totaled
approximately $19.2 billion.

     Total interest cost incurred in 1994, 1993, and 1992 amounted to $5,465.8
million, $5,717.8 million, and $7,140.4 million, respectively, of which $33.9
million, $44.1 million, and $43.6 million, related to certain real estate,
plants, and equipment acquired in those years, was capitalized.

                                      II−29
   44

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 16. OTHER LIABILITIES AND DEFERRED CREDITS



                                                                                1994         1993
                                                                              −−−−−−−−−    −−−−−−−−−
                                                                              (DOLLARS IN MILLIONS)

Employee benefits......................................................       $ 4,630.8      $ 2,597.7
Warranties, dealer and customer allowances, claims, discounts, etc.....        13,290.2       12,552.1
Taxes, other than income taxes.........................................         1,569.8        1,433.4
Payrolls...............................................................         1,844.4        1,976.7
Unpaid insurance losses, loss adjustment expenses, and unearned
  insurance premiums...................................................            2,985.6     2,906.8
Plant closings and other restructurings reserve (excludes
  environmental).......................................................         3,103.6        4,151.7
Interest...............................................................         3,023.2        2,699.4
Deferred credits.......................................................         1,666.3        1,228.5
Governmental and other contract related................................           777.8          802.6
Environmental cleanup..................................................           693.7          659.3
Industrial Development Bonds...........................................           632.9          619.7
Other..................................................................         8,649.0        6,846.9
                                                                              −−−−−−−−−      −−−−−−−−−
        Total.............................................................    $42,867.3      $38,474.8
                                                                              =========      =========


     Certain amounts for 1993 have been reclassified to conform with 1994
classifications.

NOTE 17. STOCKHOLDERS' EQUITY

     In June 1994, General Motors converted all 17,825,000 outstanding shares of
its Series A Conversion Preference Stock (Preference Equity Redemption
Cumulative Stock or PERCS) into shares of GM $1 2/3 par value common stock. GM
originally issued this stock in June 1991 at a price of $41.375 per share.
Holders of the Preference Stock received 0.992435 shares of GM $1 2/3 par value
common stock for each share of Preference Stock called for conversion, plus
$0.1655 in cash in payment of the accrued and unpaid dividend (covering the June
1 to June 18 period). Fractional shares of GM $1 2/3 par value common stock were
paid in cash. A total of 17.7 million shares of GM $1 2/3 par value common stock
was issued in this conversion.

     Holders of Series C Depositary Shares are entitled to receive cumulative
preferential dividends from the date of issue at the quarterly rate of $0.8125
per share. The Series C Depositary Shares are convertible at any time at the
option of the holder into shares of Class E common stock. Commencing in February
1996, GM may, at its option, call any or all of the outstanding Series C
Depositary Shares, at specified prices declining to $50 per share in 2002 and
thereafter, payable in cash, in shares of $1 2/3 par value common stock, or in a
specified combination thereof.

     Holders of $1 2/3 par value, Class E, and Class H common stocks are
entitled to one, one−eighth, and one−half vote per share, respectively, on all
matters submitted to the stockholders for a vote. The liquidation rights of
common stockholders are based on per−share liquidation units of the various
classes and are subject to certain adjustments if outstanding common stock is
subdivided, by stock split or otherwise, or if shares of one class of common
stock are issued as a dividend to holders of another class of common stock. At
December 31, 1994, each share of $1 2/3 par value, Class E, and Class H common
stocks was entitled to a liquidation unit of the same as the vote per share.
Holders of GM Class E and Class H common stock have no direct rights in the
equity or assets of EDS or GMHE, but rather have rights in the equity and assets
of GM (which includes 100% of the stock of EDS and GMHE).

     GM's Certificate of Incorporation provides, generally, that if at any time
GM should sell, liquidate, or otherwise dispose of substantially all of EDS,
Hughes, or the other business of GMHE, shares of the Corporation's $1 2/3 par
value common stock will automatically be exchanged for Class E or Class H common
stock, respectively.

                                       II−30
   45

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED

     After December 31, 1994 or December 31, 1995, the Board of Directors may
exchange $1 2/3 par value common stock for Class E or Class H common stock,
respectively, if the Board has declared and paid certain minimum cash dividends
during each of the last five years preceding the exchange.

     In the event any of the aforementioned exchanges were to occur, the GM
Certificate of Incorporation provides that the Class E or Class H common
stockholders would receive $1 2/3 par value common stock having a market value
at the time of the exchange equal to 120% of the market value of the Class E or
Class H common stock exchanged.

     At December 31, 1994, the Corporation's capital surplus plus net income
retained for use in the business (less accumulated deficit) was $9,013.8
million, $3,752.1 million, and $2,169.3 million on $1 2/3 par value, Class E,
and Class H common stocks, respectively, as allocated pursuant to GM's
Certificate of Incorporation. However, consistent with Delaware law, which
governs the amount legally available for the payment of dividends on the
Corporation's common stock, the Board of Directors has determined that such
amount is materially higher than the Corporation's capital surplus plus net
income retained for use in the business (less accumulated deficit).

     Stocks subject to repurchase include $450.0 million at December 31, 1994
and 1993, related to Class H common stock subject to put options by the Howard
Hughes Medical Institute (the "Institute"). The Institute has put options for
its Class H common stock holdings exercisable at $30 per share on March 1, 1995
for 15 million shares. The Corporation holds an option to call the Institute's
shares until February 28, 1995 at a call price of $37.50 per share.

     During 1992, certain redeemable Series H preference stocks totaling $243.9
million were redeemed by the holders of such securities.



                                                                     1994         1993         1992
                                                                   −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                          (DOLLARS IN MILLIONS
                                                                        EXCEPT PER SHARE AMOUNTS)

Capital Stock
  Preferred Stock, without par value, cumulative dividends
     (authorized, 6,000,000 shares)
     $5.00 series, stated value $100 per share, redeemable
       at Corporation option at $120 per share
       Outstanding at beginning of the year.................       $      −−      $   153.0    $   153.0
       Redeemed by the Corporation during the year..........              −−         (153.0)          −−
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
         Outstanding at end of the year (1,530,194 shares in
            1992).............................................            −−             −−        153.0
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
        $3.75 series, stated value $100 per share, redeemable
          at Corporation option at $100 per share
          Outstanding at beginning of the year.................           −−           81.4         81.4
          Redeemed by the Corporation during the year..........           −−          (81.4)          −−
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
         Outstanding at end of the year (814,100 shares in
            1992).............................................            −−             −−         81.4
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
  Preference Stock, $0.10 par value (authorized, 100,000,000
     shares)
     E series, convertible one−for−four at fixed dates into
       Class E Common Stock
       Issued at beginning of the year......................              −−            0.3          1.0
       Redeemed by the Corporation (301 shares in 1993).....              −−             −−           −−
       Converted into shares of Class E Common Stock........              −−           (0.3)        (0.7)
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
         Issued at end of the year (3,250,906 E−I Series
            shares in 1992)...................................            −−             −−          0.3
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−


                                       II−31
46

                GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                 NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                 1994         1993         1992
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                      (DOLLARS IN MILLIONS
                                                                    EXCEPT PER SHARE AMOUNTS)

     Series A Conversion, mandatorily convertible
       one−for−one on July 1, 1994 into $1 2/3 par value
       common stock
       Issued at beginning of the year (17,825,000
          shares)...........................................   $     1.8    $     1.8    $    1.8
       Converted into shares of $1 2/3 par value common
          stock (17,825,000 shares).........................        (1.8)          −−           −−
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
      Issued at end of the year (17,825,000 shares in 1993
         and 1992).........................................           −−          1.8          1.8
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Series B 9 1/8% Depositary Shares, stated value $25 per
       share, redeemable at Corporation option on or after
       January 1, 1999 −− issued at end of the year
       (44,300,000 shares, equivalent to 11,075,000 shares
       of nonconvertible Series B 9 1/8% Preference Stock,
       stated value $100 per share).........................         1.1          1.1          1.1
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Series C Depositary Shares, liquidation preference $50
       per share, convertible one for 1.4078 into Class E
       Common Stock, callable at Corporation option on or
       after February 19, 1996 −− issued during 1992 and
       issued at end of the year (31,880,600 shares,
       equivalent to 3,188,060 shares of Series C
       Convertible Preference Stock)........................         0.3          0.3          0.3
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Series D 7.92% Depositary Shares, stated value $25 per
       share, redeemable at Corporation option on or after
       August 1, 1999 −− issued during 1992 and issued at
       end of the year (15,700,000 shares, equivalent to
       3,925,000 shares of Series D 7.92% Preference
       Stock)...............................................         0.4          0.4          0.4
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Series G 9.12% Depositary Shares, stated value $25 per
       share, redeemable at Corporation option on or after
       January 1, 2001 −− issued during 1992 and issued at
       end of the year (23,000,000 shares, equivalent to
       5,750,000 shares of Series G 9.12% Preference
       Stock)...............................................         0.6          0.6          0.6
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
Common Stock, $1 2/3 par value (authorized, 2,000,000,000
   shares)
   Issued at beginning of the year (720,105,471 shares in
     1994)................................................       1,200.2      1,178.1      1,034.9
   Issued in a public offering (57,000,000 shares)........            −−           −−         95.0
   Issued during the year (16,568,663 shares in 1994).....          27.6         22.1         48.2
   Series A conversion (17,671,648 shares in 1994)........          29.4           −−           −−
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Issued at end of the year (754,345,782 shares in 1994,
       720,105,471 in 1993, and 706,831,567 in 1992)........     1,257.2      1,200.2      1,178.1
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
Class E Common Stock, $0.10 par value (authorized,
   1,000,000,000 shares)
   Issued at beginning of the year (263,089,320 shares in
     1994)................................................          26.3         24.2         10.4
   Issued during the year (5,035,935 shares in 1994)......           0.5          2.1          3.4
   Two−for−one stock split in the form of 100% stock
     dividend (104,509,016 shares)........................            −−           −−         10.4
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
     Issued at end of the year (268,125,255 shares in 1994,
       263,089,320 in 1993, and 242,168,653 in 1992)........   $    26.8    $    26.3    $    24.2
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−


                                    II−32
  47

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                   1994         1993         1992
                                                                 −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                        (DOLLARS IN MILLIONS
                                                                      EXCEPT PER SHARE AMOUNTS)

 Class H Common Stock, $0.10 par value (authorized,
    600,000,000 shares)
    Issued at beginning of the year (75,705,433 shares in
      1994)................................................      $       7.6    $       7.0    $       3.8
    Issued during the year (3,014,881 shares in 1994)......              0.3            0.6            3.3
    Reclassification of shares subject to repurchase from
      the Howard Hughes Medical Institute..................             −−             −−           (0.1)
    Reacquired on the open market (292 shares in 1994).....             −−             −−             −−
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
       Issued at end of the year (78,720,022 shares in 1994,
         75,705,433 in 1993, and 70,240,927 in 1992)..........         7.9            7.6            7.0
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
        Total capital stock at end of the year...............    $ 1,294.3      $ 1,238.3      $ 1,448.2
                                                                 =========      =========      =========
Capital Surplus (principally additional paid−in capital)
  Balance at beginning of the year..........................     $12,003.4      $10,971.2      $ 4,710.4
  Preference stock −− amounts in excess of par value of
     Depositary shares issued...............................              −−             −−        2,496.8
     Series E shares converted..............................              −−         (171.2)        (343.6)
     Series A shares converted..............................          (720.5)            −−             −−
  $1 2/3 par value common stock −− amounts in excess of par
     value of
     Shares issued..........................................           870.2          612.6        2,956.5
     Series A shares converted..............................           692.8             −−             −−
  Class E Common Stock
     Amounts in excess of par value of
       Series E shares converted............................              −−          170.2          335.6
       Shares issued during the year........................           188.7          257.2          265.8
     Amount transferred to Class E Common Stock −− 100%
       stock dividend.......................................              −−             −−          (10.4)
  Class H Common Stock
     Repurchase price in excess of par value
       Shares reacquired on the open market.................              −−           (0.6)          (7.2)
       Reclassification of shares subject to repurchase from
          the Institute.....................................            −−             −−          (15.0)
     Amounts in excess of par value of shares issued........         114.8          164.0          582.3
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
           Balance at end of the year........................    $13,149.4      $12,003.4      $10,971.2
                                                                 =========      =========      =========
Net Income Retained for Use in the Business (Accumulated
  Deficit)
  Balance at beginning of the year..........................     $(2,002.9)     $(3,354.2)     $21,525.2
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
 Income (Loss) before cumulative effect of accounting
    changes................................................          5,658.7        2,465.8     (2,660.6)
 Cumulative effect of adopting SFAS Nos. 112 and 106,
    respectively...........................................         (758.1)            −−      (20,837.7)
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
 Net income (loss).........................................        4,900.6        2,465.8      (23,498.3)
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
        Total................................................    $ 2,897.7      $ (888.4)      $(1,973.1)
                                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−


                                      II−33
  48

                GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                 NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                 1994         1993         1992
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                      (DOLLARS IN MILLIONS
                                                                    EXCEPT PER SHARE AMOUNTS)

 Cash dividends
    Preferred Stock, $5.00 series, $1.68 per share in 1993
      and $5.00 in 1992....................................    $      −−    $     2.6    $    7.7
    Preferred Stock, $3.75 series, $1.26 per share in 1993
      and $3.75 in 1992....................................           −−          1.0         3.0
    Preference Stock, E−I series, $1.42 per share in 1993
      and $2.86 in 1992....................................           −−          4.6         9.3
    Preference Stock, E−II series, $2.15 per share in
      1992.................................................           −−           −−         7.0
    Preference Stock, E−III series, $1.08 per share in
      1992.................................................           −−           −−         3.5
    Preference Stock, H series, $1.08 per share in 1992....           −−           −−         3.5
    Preference Stock, Series A Conversion, $1.66 per share
      in 1994 and $3.31 in 1993 and 1992...................         32.5         59.0         59.0
    Depositary Shares, Series B, $2.28 per share in 1994
      and 1993 and $2.38 in 1992...........................        101.1        101.1        105.3
    Depositary Shares, Series C, $3.25 per share in 1994
      and 1993 and $2.82 in 1992...........................        103.6        103.6         89.8
    Depositary Shares, Series D, $1.98 per share in 1994
      and 1993 and $0.89 in 1992...........................         31.1         31.1         13.9
    Depositary Shares, Series G, $2.28 per share in 1994
      and $2.34 per share in 1993..........................         52.4         53.8           −−
    $1 2/3 par value common stock, $0.80 per share in 1994
      and 1993 and $1.40 in 1992...........................        592.6        565.8        945.4
    Class E Common Stock, $0.48 per share in 1994, $0.40 in
      1993, and $0.36 in 1992..............................        124.8         97.2         76.1
    Class H Common Stock, $0.80 per share in 1994 and $0.72
      in 1993 and 1992.....................................         73.8         64.1         53.3
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
       Total cash dividends.................................     1,111.9      1,083.9      1,376.8
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
 Less accumulation of redemption value of Series H
    preference stock.......................................           −−           −−          4.3
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
 Less redemption price of preferred stock in excess of
    stated value...........................................           −−         30.6           −−
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
         Balance at end of the year........................    $ 1,785.8    $(2,002.9)   $(3,354.2)
                                                               =========    =========    =========
Minimum Pension Liability Adjustment (Note 4)
  Balance at beginning of the year..........................   $(5,311.2)   $(2,925.3)   $  (936.8)
  Change during the year....................................     1,762.8     (2,385.9)    (1,988.5)
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
         Balance at end of the year........................    $(3,548.4)   $(5,311.2)   $(2,925.3)
                                                               =========    =========    =========
Accumulated Foreign Currency Translation Adjustments
  Balance at beginning of the year..........................   $  (494.4)   $  (155.9)   $   467.4
  Changes during the year...................................       394.0       (338.5)      (623.3)
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
         Balance at end of the year........................    $ (100.4)    $ (494.4)    $ (155.9)
                                                               =========    =========    =========
Net Unrealized Gains (Losses) on Investments in Certain Debt
  and Equity Securities Balance at beginning of the year....   $   164.3    $   241.6    $   274.0
  Cumulative effect of adopting SFAS No. 115................       241.0           −−           −−
  Changes during the year...................................      (162.2)       (77.3)       (32.4)
                                                               −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
         Balance at end of the year........................    $   243.1    $   164.3    $   241.6
                                                               =========    =========    =========
Total Stockholders' Equity..................................   $12,823.8    $ 5,597.5    $ 6,225.6
                                                               =========    =========    =========


                                    II−34
   49

                    GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                     NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                         1994         1993         1992
                                                                       −−−−−−−−−    −−−−−−−−−    −−−−−−−−−
                                                                              (DOLLARS IN MILLIONS
                                                                            EXCEPT PER SHARE AMOUNTS)

Memo:
  Retained earnings (accumulated deficit) attributable to:
    $1 2/3 par value Common Stock...........................           $  (778.8)     $(4,080.1)    $(5,021.0)
    Class E Common Stock....................................             1,663.9        1,344.3       1,074.3
    Class H Common Stock....................................               900.7          732.9         592.5
                                                                       −−−−−−−−−      −−−−−−−−−     −−−−−−−−−
          Total..............................................          $ 1,785.8      $(2,002.9)    $(3,354.2)
                                                                       ==========     ==========    ==========


NOTE 18. SEGMENT REPORTING

INDUSTRY SEGMENTS

     While the major portion of the Corporation's operations is derived from the
automotive products industry segment, GM also has financing and insurance
operations and produces products and provides services in other industry
segments. The automotive products segment consists of the design, manufacture,
assembly, and sale of automobiles, trucks, and related parts and accessories.
The financing and insurance operations assist in the merchandising of General
Motors' products as well as other products. GMAC and its subsidiaries offer
financial services and certain types of insurance to dealers and customers. In
addition, GMAC and its subsidiaries are engaged in mortgage banking and
investment services. The other products segment consists of military vehicles,
radar and weapon control systems, guided missile systems, and defense and
commercial satellites; the design, installation, and operation of business
information and telecommunication systems; as well as the design, development,
and manufacture of locomotives. Because of the high degree of integration,
substantial interdivisional and intersegment transfers of materials and services
are made. Intersegment sales and revenues are made at negotiated selling prices.

     Substantially all of the products in the automotive segment are marketed
through retail dealers and through distributors and jobbers in the United
States, other North America (Canada and Mexico), and through distributors and
dealers overseas.

     Information concerning operations by industry segment follows:



                                                                      FINANCING &
                                                        AUTOMOTIVE     INSURANCE          OTHER
                                                         PRODUCTS     OPERATIONS        PRODUCTS      TOTAL
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
                                                                        (DOLLARS IN MILLIONS)

1994
Net Sales and Revenues
  Outside............................................   $123,253.4     $ 9,418.8        $17,919.3   $150,591.5
  Intersegment.......................................        416.9            −−          3,547.2           −−
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
    Total............................................   $123,670.3     $ 9,418.8        $21,466.5   $150,591.5(1)
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Operating Profit.....................................   $ 6,116.0            N/A(2)     $ 2,105.3   $ 8,221.3
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Identifiable Assets at Year−End......................   $ 88,064.5     $84,554.6        $23,076.5   $195,695.6
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Depreciation and Amortization........................   $ 5,655.2      $ 3,301.5        $ 1,294.6   $ 10,251.3
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Capital Expenditures.................................   $ 5,545.4      $   132.8        $ 1,546.9   $ 7,225.1
                                                        ==========   ============       =========   ==========
1993
Net Sales and Revenues
  Outside............................................   $107,908.5     $ 8,752.0        $16,961.4   $133,621.9
  Intersegment.......................................        118.7            −−          3,323.9           −−
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
    Total............................................   $108,027.2     $ 8,752.0        $20,285.3   $133,621.9(1)
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Operating Profit.....................................   $ 1,625.7            N/A(2)     $   904.7   $ 2,530.4
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Identifiable Assets at Year−End......................   $ 81,009.0     $79,352.3        $23,753.8   $184,115.1
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Depreciation and Amortization........................   $ 5,281.9      $ 2,892.6        $ 1,267.5   $ 9,442.0
                                                        −−−−−−−−−−   −−−−−−−−−−−−−      −−−−−−−−−   −−−−−−−−−−
Capital Expenditures.................................   $ 5,164.8      $   118.5        $ 1,187.4   $ 6,470.7
                                                        ==========   ============       =========   ==========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) After elimination of intersegment transactions.
(2) Financing and Insurance Operations do not report Operating Profit.

                                      II−35
   50

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                    NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                                           FINANCING &
                                                        AUTOMOTIVE          INSURANCE          OTHER
                                                         PRODUCTS          OPERATIONS        PRODUCTS         TOTAL
                                                        −−−−−−−−−−        −−−−−−−−−−−−−      −−−−−−−−−      −−−−−−−−−−
                                                                             (DOLLARS IN MILLIONS)

1992
Net Sales and Revenues
  Outside............................................   $102,813.9          $10,402.1          $15,316.7    $128,532.7
  Intersegment.......................................        191.0                 −−            3,349.4            −−
                                                        −−−−−−−−−−          −−−−−−−−−          −−−−−−−−−    −−−−−−−−−−
    Total............................................   $103,004.9          $10,402.1          $18,666.1    $128,532.7(1)
                                                        −−−−−−−−−−          −−−−−−−−−          −−−−−−−−−    −−−−−−−−−−
Operating Profit (Loss)..............................   $ (3,360.1)               N/A(2)       $   122.7    $ (3,237.4)
                                                        −−−−−−−−−−          −−−−−−−−−          −−−−−−−−−    −−−−−−−−−−
Identifiable Assets at Year−End......................   $ 83,504.6          $81,422.0          $23,948.1    $188,874.7
                                                        −−−−−−−−−−          −−−−−−−−−          −−−−−−−−−    −−−−−−−−−−
Depreciation and Amortization........................   $ 5,209.1           $ 2,595.5          $ 1,154.4    $ 8,959.0
                                                        −−−−−−−−−−          −−−−−−−−−          −−−−−−−−−    −−−−−−−−−−
Capital Expenditures.................................   $ 5,349.1           $   149.7          $ 1,090.8    $ 6,589.6
                                                        ==========          =========          =========    ==========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) After elimination of intersegment transactions.
(2) Financing and Insurance Operations do not report Operating Profit.

     A reconciliation of outside net sales and revenues to Total Net Sales and
Revenues and of operating profit (loss) to Income (Loss) before Income Taxes
detailed in the Statement of Consolidated Operations and a reconciliation of
identifiable assets to Total Assets displayed in the Consolidated Balance Sheet
follow:



                                                                         1994          1993          1992
                                                                      −−−−−−−−−−    −−−−−−−−−−    −−−−−−−−−−
                                                                              (DOLLARS IN MILLIONS)

Outside Net Sales and Revenues reported on the prior page
  and above..............................................             $150,591.5           $133,621.9      $128,532.7
Other Income.............................................                4,359.7              4,597.6         3,709.5
                                                                      −−−−−−−−−−           −−−−−−−−−−      −−−−−−−−−−
        Total Net Sales and Revenues......................            $154,951.2           $138,219.5      $132,242.2
                                                                      ==========           ==========      ==========
Total Operating Profit (Loss) reported on the prior page
  and above..............................................             $     8,221.3        $   2,530.4     $ (3,237.4)
Financing and Insurance Operations.......................                   1,439.8            1,572.8        2,101.0
Other Corporate Income and Expenses Less Intersegment
  Transactions...........................................               (1,307.8)            (1,527.9)       (2,196.7)
                                                                      −−−−−−−−−−           −−−−−−−−−−      −−−−−−−−−−
        Income (Loss) before Income Taxes.................            $ 8,353.3            $ 2,575.3       $ (3,333.1)
                                                                      ==========           ==========      ==========
Identifiable Assets reported on the prior page and
  above..................................................             $195,695.6           $184,115.1      $188,874.7
Corporate Assets.........................................                5,648.2              7,207.9         4,588.6
Eliminations.............................................               (2,745.1)            (3,122.1)       (3,267.3)
                                                                      −−−−−−−−−−           −−−−−−−−−−      −−−−−−−−−−
        Total Assets......................................            $198,598.7           $188,200.9      $190,196.0
                                                                      ==========           ==========      ==========


GEOGRAPHIC SEGMENTS

     Net sales and revenues, net income (loss) before cumulative effect of
accounting changes, net income (loss), total and net assets, and average number
of employees in the U.S., Other North America (Canada and Mexico), and in
locations outside North America are summarized on the next page. Net income
(loss) before cumulative effect of accounting changes and net income (loss) are
after provisions for deferred income taxes applicable to that portion of the
undistributed earnings deemed to be not permanently invested, less available tax
credits and deductions, and appropriate consolidating adjustments. Interarea
sales and revenues are made at negotiated selling prices. Average number of
employees for 1992 does not include NCRS employees.

                                        II−36
   51

                     GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                      NOTES TO FINANCIAL STATEMENTS −− CONTINUED



                                                               OTHER
                                                 UNITED        NORTH                    LATIN        ALL
                                                 STATES       AMERICA       EUROPE     AMERICA      OTHER       TOTAL*
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−   −−−−−−−−    −−−−−−−−   −−−−−−−−−−
                                                                          (DOLLARS IN MILLIONS)

1994
Net Sales and Revenues
  Outside (excluding GMAC)................     $101,185.6    $ 8,376.7     $24,849.5    $5,304.6   $1,456.4   $141,172.8
  GMAC and related operations.............        6,531.2        781.0       1,894.2        57.2      155.2      9,418.8
  Other income............................        3,193.5        177.7         483.5       354.8      150.1      4,359.6
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
      Subtotal outside....................      110,910.3      9,335.4      27,227.2     5,716.6    1,761.7    154,951.2
  Interarea...............................       11,476.9     13,607.4         753.7        90.2       59.2           −−
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
        Total...............................   $122,387.2    $22,942.8     $27,980.9    $5,806.8   $1,820.9   $154,951.2
                                               ==========    =========     =========    ========   ========   ==========
Income Before Cumulative Effect of
  Accounting Change.......................     $ 2,075.5     $ 1,177.3     $ 1,337.1    $ 828.5    $ 256.9    $ 5,658.7
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Net Income................................     $ 1,361.9     $ 1,132.8     $ 1,337.1    $ 828.5    $ 256.9    $ 4,900.6
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Total Assets..............................     $154,175.7    $13,765.9     $29,523.6    $4,023.6   $3,463.4   $198,598.7
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Net Assets................................     $ (1,178.2)   $ 4,724.0     $ 6,719.3    $2,178.2   $1,065.3   $ 12,823.8
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Average Number of Employees
  (in thousands)..........................            433          101           126          27          6          693
                                               ==========    =========     =========    ========   ========   ==========
1993
Net Sales and Revenues
  Outside (excluding GMAC)................     $ 89,868.0    $ 7,311.5     $21,847.3    $4,595.0   $1,248.1   $124,869.9
  GMAC and related operations.............        5,921.7         682.0       1,947.6       52.5      148.2      8,752.0
  Other income............................        3,783.5         210.0         345.2      191.3       67.6      4,597.6
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
      Subtotal outside....................       99,573.2       8,203.5      24,140.1    4,838.8    1,463.9    138,219.5
  Interarea...............................       10,094.7      13,416.4         433.9      166.9       30.8           −−
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
        Total...............................   $109,667.9    $21,619.9     $24,574.0    $5,005.7   $1,494.7   $138,219.5
                                               ==========    =========     =========    ========   ========   ==========
Net Income................................     $    190.1    $    680.8    $    604.7   $ 798.0    $ 160.4    $ 2,465.8
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Total Assets..............................     $151,343.5    $10,963.7     $23,395.0    $3,113.4   $2,672.8   $188,200.9
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Net Assets................................     $ (7,315.6)   $ 4,516.3     $ 5,967.3    $2,054.9   $1,001.2   $ 5,597.5
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Average Number of Employees
  (in thousands)..........................            448           99           131          27          6          711
                                               ==========    =========     =========    ========   ========   ==========
1992
Net Sales and Revenues
  Outside (excluding GMAC)................     $ 79,783.4    $ 7,509.0     $26,291.9    $3,310.5   $1,235.8   $118,130.6
  GMAC and related operations.............        7,306.2        852.4       2,021.0        43.5      179.0     10,402.1
  Other income............................        3,153.9        188.8         124.3       107.9      134.6      3,709.5
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
      Subtotal outside....................       90,243.5      8,550.2      28,437.2     3,461.9    1,549.4    132,242.2
  Interarea...............................        9,925.1     11,699.6         400.0       146.3      122.4           −−
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
        Total...............................   $100,168.6    $20,249.8     $28,837.2    $3,608.2   $1,671.8   $132,242.2
                                               ==========    =========     =========    ========   ========   ==========
Income (Loss) Before Cumulative Effect of
  Accounting Changes......................     $ (4,885.7)   $   547.4     $ 1,340.2    $ 209.5    $ 193.3    $ (2,620.6)
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Net Income (Loss).........................     $(25,377.5)   $   168.8     $ 1,332.9    $ 209.5    $ 193.3    $(23,498.3)
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Total Assets..............................     $148,378.0    $12,851.0     $26,097.8    $2,939.3   $2,584.1   $190,196.0
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Net Assets................................     $ (5,686.9)   $ 3,890.9     $ 5,529.7    $1,721.6   $ 917.0    $ 6,225.6
                                               −−−−−−−−−−    −−−−−−−−−     −−−−−−−−−    −−−−−−−−   −−−−−−−−   −−−−−−−−−−
Average Number of Employees
  (in thousands)..........................            478           98           141          26          7          750
                                               ==========    =========     =========    ========   ========   ==========


− −−−−−−−−−−−−−−−−−−−−−−−−−
* After elimination of interarea transactions.

                                          II−37
   52

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

NOTE 19. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

     The Corporation (or GM, which for purposes of this note shall be deemed to
include its consolidated subsidiaries) is a party to financial instruments with
off−balance−sheet risk which it uses in the normal course of business to reduce
its exposure to fluctuations in interest rates, and foreign exchange rates, and
to meet the financing needs of its customers.

     The primary classes of derivatives used by the Corporation are foreign
exchange−forward contracts and options, interest rate forward contracts and
options, and forward contracts to purchase or sell mortgages or mortgage−backed
securities. Those instruments involve, to varying degrees, elements of credit
risk in the event a counter−party should default and market risk as the
instruments are subject to rate and price fluctuations. Credit risk is managed
through the approval of and periodic monitoring of financially sound
counterparties.

     Since virtually all derivative transactions are entered into to hedge
underlying business exposures, market risk in these instruments is largely
offset by equal and opposite movements in the underlying exposure. Cash receipts
or payments on these contracts normally occur at maturity, or for interest rate
swap agreements, at periodic contractually defined intervals.

FOREIGN EXCHANGE−FORWARD CONTRACTS AND OPTIONS

     Foreign exchange−forward contracts are legal agreements between two parties
to purchase and sell a foreign currency, for a price specified at the contract
date, with delivery and settlement in the future.

     GM is an international corporation with operations in over 50 countries. GM
has foreign currency exposures at these operations related to buying, selling,
and financing in currencies other than the local currency. GM's most significant
foreign currency exposures relate to major North American countries (Canada and
Mexico), Western European countries (primarily Germany, United Kingdom, Spain,
Belgium, and France), Japan, and Brazil. The magnitude of these exposures
significantly varies over time depending upon the strength of local automotive
markets and sourcing decisions.

     GM enters into agreements to manage certain foreign exchange exposures in
accordance with established policy guidelines. These agreements primarily hedge
debt, firm commitments and anticipated transactions involving vehicles,
components and fixed assets and subsidiary dividends. As a general practice, GM
has not hedged the foreign exchange exposure related either to the translation
of overseas earnings into U.S. dollars or the translation of overseas equity
positions back to U.S. dollars. GM uses foreign exchange−forward contracts,
purchases foreign exchange options, and may from time to time write options.
Cross currency swaps are included in this category and relate to interest rate
swaps in which the underlying notional principal amounts are in different
currencies.

     At December 31, 1994 and 1993, the Corporation held foreign
exchange−forward contracts of approximately $9,030 million and $12,407 million
(including cross−currency swaps of $1,161 million and $1,951 million),
respectively. At December 31, 1994 and 1993, the Corporation had entered into
foreign exchange options of approximately $1,537 million and $2,144 million,
respectively. Deferred hedging gains on outstanding contracts hedging firm
commitments to purchase inventory or fixed assets totaled $12 million at
December 31, 1994. Such amounts are deferred and will be included in the cost of
such assets when purchased, to be recognized in operations as part of the basis
of these assets. All other foreign exchange−forward contracts and options are
marked to market, and recognized with other gains or losses on foreign exchange
transactions in the Statement of Consolidated Operations. The Corporation's firm
commitments typically extend for periods of up to 12 months but can extend for
periods up to 36 months.

                                      II−38
   53

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

INTEREST RATE FORWARD CONTRACTS AND OPTIONS

     The Corporation's financing and cash management activities subject it to
market risk from exposure to changes in interest rates. To manage these
exposures, the Corporation has entered into various financial instrument
transactions. The Corporation's objective of entering into these transactions is
to maintain the desired level of exposure to the risk of interest rate
fluctuations and minimize interest expense. To achieve this objective, the
Corporation will at times use written options.

     In a limited number of cases, GMAC swaps, matched to specific portfolios of
wholesale assets or debt, are executed on a portfolio basis to achieve specific
interest rate management objectives. The differential paid or received on such
swaps is recorded as an adjustment to interest expense or income over the term
of the underlying debt agreement or matched portfolio.

     Interest rate forward contracts are contractual agreements between the
Corporation and another party to exchange fixed and floating interest rate
payments periodically over the life of the agreements without the exchange of
underlying principal amounts. Interest rate options such as interest rate caps,
floors, or swaptions generally permit but do not require the purchaser of the
option to exchange interest payments in the future. At December 31, 1994 and
1993, the total notional amount of such agreements with off−balance−sheet risk
was approximately $14,080 million and $10,984 million, respectively.

     Interest rate forward contracts used to hedge an underlying debt obligation
are not marked to market, but are used to adjust interest expense recognized
over the life of the underlying debt agreement. Written options including those
embedded in interest rate forward agreements, written interest rate caps,
written swaptions, and interest rate forward contracts that do not meet
settlement accounting criteria are marked to market with related gains and
losses recognized in income on a current basis. Gains (losses) on terminated
swap contracts are deferred and recognized as a yield adjustment on the
underlying debt; such unamortized gains (losses) totaled approximately ($24)
million and $8 million at December 31, 1994 and 1993, respectively.

MORTGAGE CONTRACTS

     The Corporation has also entered contracts to purchase and sell mortgages
at specific future dates and has entered certain exchange traded futures
contracts in order to reduce exposure to interest rate risk. At December 31,
1994 and 1993, mandatory delivery contracts with investors totaled $694 million
and $2,139 million, respectively, and commitments to purchase/fund first
mortgage loans at fixed prices and/or mortgage−backed securities totaled $690
million and $1,796 million, respectively. The Corporation's exchange traded
futures contracts, which are used to hedge the funding of adjustable rate
mortgage loans and mortgage backed securities inventory, mature in the first
three quarters of 1995 in notional amounts of approximately $1.2 billion, $2.1
billion, and $1.1 billion, respectively.

     Gains and losses on derivatives, including exchange traded futures, used to
hedge interest rate risk associated with rate locked funding commitments and
mortgages held for resale are deferred, and considered in the reporting of the
underlying mortgages on a lower of cost or market basis. Deferred gains amounted
to $2.7 million as of December 31, 1994. Gains and losses on contracts used to
reduce interest rate exposure on mortgage backed securities are recognized in
the current period. Derivatives used to hedge purchased mortgage servicing
rights and loans held for investment have notional values of $482 million and
$461 million at December 31, 1994 and 1993, respectively; gains and losses on
such contracts are deferred against the basis of the underlying assets.

UNUSED LINES OF CREDIT

     The Corporation grants revolving lines of credit to dealers; unused amounts
under these lines were $400 million at December 31, 1994 and $301 million at
December 31, 1993. Commitments supported by collateral,

                                      II−39
   54

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

generally dealer inventories and real estate, were approximately 52% and 44%,
respectively, of the total commitments at December 31, 1994 and 1993. Since many
of the commitments are expected to expire without use, total committed amounts
do not necessarily represent the Corporation's future liquidity requirements.

CREDIT RISK

     The forward contracts, options, and lines of credit previously discussed
contain an element of risk that the counterparties may be unable to meet the
terms of the agreements. However, the Corporation minimizes such risk exposure
for forward contracts and options by limiting the counterparties to major
international banks and financial institutions. Management also reduces its
credit risk for unused lines of credit by applying the same credit policies in
making commitments as it does for extending loans. Management does not expect to
record any losses as a result of counterparty default. The Corporation does not
require or place collateral for these financial instruments, except for the
lines of credit.

     General Motors has business activities with customers, dealers, and
associates around the world, and its receivables from and guarantees to such
parties are well diversified and, in many cases, secured by collateral.
Consequently, in management's opinion, no significant concentration of credit
risk exists for the Corporation.

NOTE 20. FAIR VALUE OF FINANCIAL INSTRUMENTS

     In accordance with the requirements of SFAS No. 107, Disclosures about Fair
Value of Financial Instruments and SFAS No. 119, Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments, the Corporation
has provided the following fair value estimates and information about valuation
methodologies. The estimated fair value amounts have been determined using
available market information or other appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value, so the estimates are not necessarily indicative
of the amounts that could be realized or would be paid in a current market
exchange. The effect of using different market assumptions and/or estimation
methodologies may be material to the estimated fair value amounts.

     Fair value information presented herein is based on information available
at December 31, 1994 and 1993. Although management is not aware of any factors
that would significantly affect the estimated fair value amounts, such amounts
have not been updated since those dates and, therefore, the current estimates of
fair value at dates subsequent to December 31, 1994 and 1993 may differ
significantly from these amounts. The

                                      II−40
   55

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

estimated fair value of financial instruments held by the Corporation and its
subsidiaries, for which is it practicable to estimate that value, were as
follows:



                                                       DECEMBER 31, 1994           DECEMBER 31, 1993
                                                    −−−−−−−−−−−−−−−−−−−−−−−−    −−−−−−−−−−−−−−−−−−−−−−−−
                                                       BOOK          FAIR          BOOK          FAIR
                                                      VALUE         VALUE         VALUE         VALUE
                                                    −−−−−−−−−−    −−−−−−−−−−    −−−−−−−−−−    −−−−−−−−−−
                                                                   (DOLLARS IN MILLIONS)

Assets
  Cash and Marketable Securities..............      $ 16,075.6     $ 16,075.6       $ 17,962.7     $ 18,169.4
  Finance Receivables −− net..................        54,048.4       53,869.8         53,848.8       54,620.4
  Accounts and Notes Receivable −− net........         8,742.5        8,742.5          6,340.5        6,340.5
  Other Assets................................         4,341.7        4,551.5          3,368.0        3,847.3
Liabilities
  Accounts Payable............................       (11,635.0)     (11,635.0)       (10,276.5)      (10,276.5)
  Notes and Loans Payable
     Payable within one year..................       (36,108.5)     (36,097.4)       (36,534.0)      (36,732.2)
     Payable beyond one year..................       (37,621.7)     (38,138.9)       (33,907.2)      (35,853.4)
  Other Liabilities...........................          (632.9)        (622.8)          (619.7)         (627.8)
  Stocks Subject to Repurchase................          (450.0)        (445.4)          (450.0)         (429.0)


     The prior table excludes the book value and fair value of financial
instrument derivatives which are as follows:



                                                                       FAIR VALUE OF OPEN CONTRACTS (1) AT:
                                                                  −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                    DECEMBER 31, 1994        DECEMBER 31, 1993
                                                                  −−−−−−−−−−−−−−−−−−−−−    −−−−−−−−−−−−−−−−−−−−−
                                                                   ASSET      LIABILITY     ASSET      LIABILITY
                                                                  POSITION    POSITION     POSITION    POSITION
                                                                  −−−−−−−−    −−−−−−−−−    −−−−−−−−    −−−−−−−−−
                                                                              (DOLLARS IN MILLIONS)

Foreign Exchange−Forward Contracts(2)......................         $241           $ (63)         $ 54          $ (52)
Foreign Exchange Options...................................            2              (1)           12            (11)
Interest Rate Forward Contracts............................           48            (296)          179           (141)
Interest Rate Options......................................           −−            (126)           −−            (69)
Mortgage Contracts.........................................           −−              (7)           10             (8)


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) The related asset (liability) recorded on the balance sheet for foreign
    exchange−forward contracts, foreign exchange options, interest rate forward
    contracts, and interest rate options totaled ($1) million, $1 million, ($10)
    million, and ($123) million, respectively, at December 31, 1994. There was
    no related carrying value recorded for mortgage contracts at December 31,
    1994.
(2) Foreign exchange contracts include certain derivatives with both foreign
    exchange and interest rate exposures which had a fair value of $77 million
    at December 31, 1994 and $6 million at December 31, 1993.

     The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:

CASH AND MARKETABLE SECURITIES

     As a result of GM's January 1, 1994 adoption of SFAS No. 115, certain
marketable securities previously recorded at amortized cost are recorded at fair
value in 1994. For cash equivalents and marketable securities, fair value is
determined principally based on quoted market prices.

                                      II−41
   56

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES
                   NOTES TO FINANCIAL STATEMENTS −− CONTINUED

FINANCE RECEIVABLES

     The fair value is estimated by discounting the future cash flows using
applicable spreads to approximate current rates applicable to each category of
finance receivables. The carrying value of wholesale receivables and other
receivables whose interest rates adjust on a short−term basis with applicable
market indices (generally the prime rate) are assumed to approximate fair value
either due to their short maturities or due to the interest rate adjustment
feature.

ACCOUNTS AND NOTES RECEIVABLE AND ACCOUNTS PAYABLE

     For receivables and payables with short maturities, the book values
approximate market value.

OTHER ASSETS AND OTHER LIABILITIES

     Other assets reported at December 31, 1994 and 1993 include various
financial instruments (e.g., long−term receivables and certain investments)
having a fair value based on discounted cash flows, market quotations, and other
appropriate valuation techniques. The fair values of retained subordinated
interests in trusts and excess servicing assets (net of deferred costs) are
derived by discounting expected cash flows using current market rates. Estimated
values of Industrial Development Bonds, included in Other Liabilities and
Deferred Credits, are based on quoted market prices for the same or similar
issues.

NOTES AND LOANS PAYABLE

     The fair value of the debt payable within one year is determined by using
quoted market prices, if available, or calculating the estimated value of each
bank loan, note, or debenture in the portfolio at the applicable rate in effect.
Commercial paper, master notes, and demand notes have an original term of less
than 90 days and, therefore, the carrying amount of these liabilities is
considered fair value. Debt payable beyond one year has an estimated fair value
based on quoted market prices for the same or similar issues or based on the
current rates offered to the Corporation for debt of similar remaining
maturities.

STOCKS SUBJECT TO REPURCHASE

     At December 31, 1994 and 1993, the fair value of the Corporation's stock
repurchase obligation is based on discounted cash flows assuming redemption by
the Institute at the specified exercise date. At the closing Class H common
stock price at December 31, 1994 and 1993, the shares subject to repurchase
would be valued at $523 million and $585 million, respectively.

FOREIGN EXCHANGE−FORWARD CONTRACTS AND OPTIONS

     The fair value of foreign exchange−forward contracts is estimated by
obtaining quotes for futures contracts with similar terms, adjusted where
necessary for maturity differences. The fair value of foreign exchange options
is estimated using active exchange quotations for most options, and pricing
models for illiquid options.

INTEREST RATE FORWARD CONTRACTS AND OPTIONS

     The fair value of interest rate forward contracts, including contracts with
optionality, is estimated using pricing models based upon current market
interest rates. Exchange traded futures are valued at quoted market prices.

                                      II−42
   57

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     NOTES TO FINANCIAL STATEMENTS −− CONCLUDED

MORTGAGE CONTRACTS

     The fair value of such contracts is estimated based upon the amount that
would be received or paid to terminate the contracts based on market prices of
similar financial instruments and current rates for mortgage loans.

UNUSED LINES OF CREDIT

     Because loans extended under these commitments are at market interest
rates, there is no significant fair value position related to the outstanding
commitments.

NOTE 21. COMMITMENTS AND CONTINGENT LIABILITIES

     Minimum future commitments under operating leases having noncancellable
lease terms in excess of one year, primarily for real property, aggregating
$6,296.6 million, are payable $886.1 million in 1995, $702.8 million in 1996,
$588.5 million in 1997, $537.5 million in 1998, $504.4 million in 1999, and
$3,077.3 million in 2000 and thereafter. Certain of the leases contain
escalation clauses and renewal or purchase options. Rental expenses under
operating leases were $1,340.7 million in 1994, $1,343.1 million in 1993, and
$1,338.4 million in 1992.

     The Corporation and its subsidiaries are subject to potential liability
under government regulations and various claims and legal actions which are
pending or may be asserted against them. Some of the pending actions purport to
be class actions. The aggregate ultimate liability of the Corporation and its
subsidiaries under these government regulations, and under these claims and
actions, was not determinable at December 31, 1994. In the opinion of
management, such liability is not expected to have a material adverse effect on
the Corporation's consolidated operations or financial position.

                                       * * *

                                        II−43
   58

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                           SUPPLEMENTARY INFORMATION

SELECTED QUARTERLY DATA (UNAUDITED)



                                                                     1994 QUARTERS
                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                    1ST            2ND             3RD           4TH
                                                 −−−−−−−−−      −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
                                                                 (DOLLARS IN MILLIONS)

Net sales and revenues.....................      $37,495.4        $40,392.2       $34,510.3       $42,553.3
                                                  ========         ========         ========       ========
Income before income taxes.................      $ 2,452.1        $ 3,086.2       $    453.6      $ 2,361.4
U.S. foreign, and other income taxes
  (credit).................................          840.3          1,163.4           (98.4)(1)       789.3
                                                 −−−−−−−−−        −−−−−−−−−       −−−−−−−−−       −−−−−−−−−
Income before cumulative effect of
  accounting change........................        1,611.8          1,922.8           552.0         1,572.1
Cumulative effect of accounting change.....         (758.1)(2)           −−              −−              −−
                                                 −−−−−−−−−        −−−−−−−−−       −−−−−−−−−       −−−−−−−−−
Net income.................................          853.7          1,922.8           552.0         1,572.1
Dividends on preferred and preference
  stocks...................................            86.8            89.7             72.1           72.1
                                                 −−−−−−−−−        −−−−−−−−−       −−−−−−−−−       −−−−−−−−−
Income on common stocks....................      $    766.9       $ 1,833.1       $    479.9      $ 1,500.0
                                                   ========        ========         ========       ========
Earnings attributable to common stocks
  $1 2/3 par value before cumulative effect
     of accounting change..................      $ 1,362.1        $ 1,665.3       $   306.0       $ 1,311.8
  Cumulative effect of accounting change...         (751.3)(2)           −−              −−              −−
                                                 −−−−−−−−−        −−−−−−−−−       −−−−−−−−−       −−−−−−−−−
  Net earnings attributable to $1 2/3 par
     value.................................      $    610.8       $ 1,665.3       $    306.0      $ 1,311.8
                                                   ========         ========        ========        ========
  Net earnings attributable to Class E.....      $     92.1       $    106.5      $    117.3      $    128.5
                                                   ========         ========        ========        ========
  Class H before cumulative effect of
     accounting change.....................      $     70.8       $     61.3      $     56.6      $     59.7
  Cumulative effect of accounting change...            (6.8)(2)           −−              −−              −−
                                                 −−−−−−−−−        −−−−−−−−−       −−−−−−−−−       −−−−−−−−−
  Net earnings attributable to Class H.....      $     64.0       $     61.3      $     56.6      $     59.7
                                                   ========         ========        ========        ========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) The income tax credit in the third quarter of 1994 is primarily a function
     of the low level of pre−tax income, a low effective tax rate for foreign
     operations, and a favorable adjustment related to book tax accruals which
     had been established in prior years.

(2) Effective January 1, 1994, the Corporation adopted SFAS No. 112. The
     unfavorable cumulative effect of adopting SFAS No. 112 was $758.1 million,
     or $751.3 million attributable to $1 2/3 par value common stock and $6.8
     million attributable to Class H common stock.

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                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     SUPPLEMENTARY INFORMATION −− CONTINUED



                                                                             1994 QUARTERS
                                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                  1ST         2ND       3RD       4TH
                                                                 −−−−−−      −−−−−−    −−−−−−    −−−−−−

Average number of shares of common stocks outstanding (in
  millions)
  $1 2/3 par value........................................        725.3          733.1    752.7   753.7
  Class E.................................................        257.9          260.1    261.2   261.9
  Class H.................................................         90.6           91.7     92.7    93.3
Earnings per share attributable to common stocks
  $1 2/3 par value before cumulative effect of accounting
     change...............................................       $ 1.86       $ 2.23     $ 0.40   $ 1.74
  Cumulative effect of accounting change..................        (1.05)(1)       −−         −−       −−
                                                                 −−−−−−       −−−−−−     −−−−−−   −−−−−−
  Net income attributable to $1 2/3 par value.............       $ 0.81       $ 2.23     $ 0.40   $ 1.74
                                                                 ======       ======     ======   ======
  Net earnings attributable to Class E....................       $ 0.36       $ 0.41     $ 0.45   $ 0.49
                                                                 ======       ======     ======   ======
  Class H before cumulative effect of accounting change...       $ 0.78       $ 0.67     $ 0.61   $ 0.64
  Cumulative effect of accounting change..................        (0.08)(1)       −−         −−       −−
                                                                 −−−−−−       −−−−−−     −−−−−−   −−−−−−
  Net earnings attributable to Class H....................       $ 0.70       $ 0.67     $ 0.61   $ 0.64
                                                                 ======       ======     ======   ======
Cash dividends per share of common stocks
  $1 2/3 par value........................................       $ 0.20       $ 0.20     $ 0.20   $ 0.20
  Class E.................................................         0.12         0.12       0.12     0.12
  Class H.................................................         0.20         0.20       0.20     0.20
Price range of common stocks
  $1 2/3 par value (2): High..............................       $65.38       $60.13     $53.38   $48.38
                      Low.................................        52.00        49.75      46.25    36.13
  Class E (2): High.......................................        36.88        38.00      38.50    39.50
               Low........................................        27.50        32.88      33.00    34.75
  Class H (2): High.......................................        40.38        38.75      38.00    37.75
               Low........................................        32.63        31.75      34.63    31.00


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Includes unfavorable effect of adoption of SFAS No. 112 of $1.05 per share
    of $1 2/3 par value and $0.08 per share of Class H common stock.

(2) The principal market is the New York Stock Exchange and prices are based on
    the Composite Tape. $1 2/3 par value common stock is also listed on the
    Chicago, Pacific, and Philadelphia stock exchanges. As of December 31, 1994,
    there were 781,909 holders of record of $1 2/3 par value common stock,
    354,297 holders of record of Class E, and 394,957 holders of record of Class
    H common stock.

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                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     SUPPLEMENTARY INFORMATION −− CONTINUED



                                                                        1993 QUARTERS
                                                      −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                         1ST          2ND          3RD            4TH
                                                      −−−−−−−−−    −−−−−−−−−    −−−−−−−−−      −−−−−−−−−
                                                        (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS)

Net sales and revenues..........................      $34,564.2       $36,250.1    $30,137.5         $37,267.7
                                                      =========       =========    =========         =========
Income (Loss) before income taxes...............      $   930.4       $ 1,532.5    $ (989.7)         $ 1,102.1
U.S. foreign, and other income taxes (credit)...          417.2           643.4       (876.8)(1)         (74.3)(2)
                                                      −−−−−−−−−       −−−−−−−−−    −−−−−−−−−         −−−−−−−−−
Net income (loss)...............................          513.2           889.1       (112.9)(3)       1,176.4(4)
Dividends on preferred and preference stocks....           94.2            89.0         86.8              86.8
                                                      −−−−−−−−−       −−−−−−−−−    −−−−−−−−−         −−−−−−−−−
Income (Loss) on common stocks..................      $   419.0       $   800.1    $ (199.7)         $ 1,089.6
                                                      =========       =========    =========         =========
Earnings (Loss) attributable to common stocks
  Net earnings (loss) attributable to $1 2/3 par
     value......................................      $   300.5       $    662.4   $    (347.0)      $   921.4
  Net earnings attributable to Class E..........      $    74.1       $     87.7   $      98.4       $   107.0
  Net earnings attributable to Class H..........      $    44.4       $     50.0   $      48.9       $    61.2
Average number of shares of common stocks
  outstanding (in millions)
  $1 2/3 par value..............................          707.4            707.9         709.6           715.7
  Class E.......................................          234.7            236.7         246.6           253.5
  Class H.......................................           93.9             86.0          87.4            88.7
Earnings (Loss) per share attributable to common
  stocks
  Net earnings (loss) attributable to $1 2/3 par
     value......................................      $       0.42    $     0.92   ($     0.49)(5)   $    1.28(5)
  Net earnings attributable to Class E..........      $       0.32    $     0.37   $      0.40       $    0.42
  Net earnings attributable to Class H..........      $       0.47    $     0.58   $      0.56       $    0.69
Cash dividends per share of common stocks $1 2/3
  par value.....................................      $       0.20    $     0.20   $      0.20       $    0.20
  Class E.......................................              0.10          0.10          0.10            0.10
  Class H.......................................              0.18          0.18          0.18            0.18
Price range of common stocks
  $1 2/3 par value: High........................      $   41.25       $    44.88   $     49.75       $   57.13
                    Low.........................          32.00            36.38         41.63           42.00
  Class E: High.................................          35.88            33.38         32.50           31.13
           Low..................................          27.63            28.25         26.00           26.50
  Class H: High.................................          27.50            33.00         38.00           42.38
           Low..................................          22.88            23.38         30.50           34.50


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Includes a deferred tax benefit of $444.3 million related to an increase in
    the U.S. corporate income tax rate.

(2) The effective income tax rate in the fourth quarter of 1993 reflects
    benefits related to foreign tax credits and taxes on foreign income.

(3) Includes a special restructuring charge of $589.0 million.

(4) Includes a charge of $189.5 million related to the sale of AGT.

(5) Includes favorable (unfavorable) effects on earnings per share of: third
    quarter 1993 −− 1% U.S. corporate income tax increase of $0.64, increase to
    the plant−closing reserve of ($0.83), and labor contract−related costs of
    ($0.20) per share of $1 2/3 par value common stock; and fourth quarter 1993
    −− loss on the sale of AGT of ($0.27) per share of $1 2/3 par value common
    stock.

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                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     SUPPLEMENTARY INFORMATION −− CONTINUED

SELECTED FINANCIAL DATA



                                                                 1994            1993            1992
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
                                                                         (DOLLARS IN MILLIONS
                                                                      EXCEPT PER SHARE AMOUNTS)

Net sales and revenues...............................         $154,951.2      $138,219.5      $132,242.2
Income (Loss) before income taxes....................         $ 8,353.3       $ 2,575.3       $ (3,333.1)
% of sales and revenues..............................                5.4%            1.9%           (2.5)%
                                                               =========       =========       =========
Net income (loss)....................................         $ 4,900.6       $ 2,465.8       $(23,498.3)
Income (Loss) on common stocks.......................         $ 4,579.9       $ 2,109.0       $(23,804.6)
Rate of return on average common stockholders'
  equity.............................................               79.9%*         104.2%*           (169.3)%*
                                                               =========       =========          =========
$1 2/3 par value common stock
  Earnings (Loss) attributable to....................         $   3,893.9     $   1,537.3     $(23,940.7)
  Cash dividends.....................................               592.6           565.8           945.4
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
  Net income retained (loss accumulated).............         $ 3,301.3       $     971.5     $(24,886.1)
                                                                =========       =========       =========
  Earnings (Loss) per share..........................         $      5.15     $      2.13     $    (38.28)
  Cash dividends per share...........................                0.80            0.80            1.40
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
  Net income retained (loss accumulated) per share...         $      4.35     $      1.33     $    (39.68)
                                                                =========       =========       =========
Class E common stock
  Earnings attributable to...........................         $     444.4     $     367.2     $     278.4
  Cash dividends.....................................               124.8            97.2            76.1
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
  Net income retained................................         $     319.6     $     270.0     $     202.3
                                                                =========       =========       =========
  Earnings per share.................................         $      1.71     $      1.51     $      1.33
  Cash dividends per share...........................                0.48            0.40            0.36
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
Net income retained per share........................         $      1.23     $      1.11     $      0.97
                                                                =========       =========       =========
Class H common stock
  Earnings (Loss) attributable to....................         $     241.6     $     204.5     $    (142.3)
  Cash dividends.....................................                73.8            64.1            53.3
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
  Net income retained (loss accumulated).............         $     167.8     $     140.4     $    (195.6)
                                                                =========       =========       =========
  Earnings (Loss) per share..........................         $      2.62     $      2.30     $     (2.29)
  Cash dividends per share...........................                0.80            0.72            0.72
                                                              −−−−−−−−−−      −−−−−−−−−−      −−−−−−−−−−
  Net income retained (loss accumulated) per share...         $      1.82     $      1.58     $     (3.01)
                                                                =========       =========       =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
* The large negative return in 1992 and the high returns in 1993 and 1994
  reflect the adoption of SFAS No. 106 and its impact on lowering average common
  stockholders' equity.

     The Corporation adopted SFAS No. 112, Employers' Accounting for
Postemployment Benefits, effective January 1, 1994. The unfavorable cumulative
effect of adopting SFAS No. 112 was $751.3 million or $1.05 per share of $1 2/3
par value and $6.8 million or $0.08 per share of Class H common stock.

     The Corporation adopted SFAS No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions, effective January 1, 1992. The
unfavorable cumulative effect of adopting SFAS No. 106 was $20,687.3 million or
$33.38 per share of $1 2/3 par value and $150.4 million or $2.08 per share of
Class H common stock. Also effective January 1, 1992, Hughes changed its revenue
recognition policy for certain commercial businesses. The unfavorable effect of
this change on 1992 earnings was $32.8 million or $0.05 per share of $1 2/3 par
value and $7.2 million or $0.10 per share of Class H common stock.

                                      II−47
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                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     SUPPLEMENTARY INFORMATION −− CONTINUED



                                                                             1991            1990
                                                                          −−−−−−−−−−      −−−−−−−−−−
                                                                             (DOLLARS IN MILLIONS
                                                                          EXCEPT PER SHARE AMOUNTS)

Net sales and revenues.............................................       $123,108.8      $124,705.1
Loss before income taxes...........................................       $ (5,892.3)     $ (2,217.1)
% of sales and revenues............................................             (4.8)%          (1.8)%
                                                                           =========       =========
Net loss...........................................................       $ (4,452.8)     $ (1,985.7)
Loss on common stocks..............................................       $ (4,523.2)     $ (2,023.9)
Rate of return on average common stockholders' equity..............            (15.9)%          (6.1)%
                                                                           =========       =========
$1 2/3 par value common stock
  Loss attributable to.............................................       $ (4,851.4)     $ (2,378.3)
  Cash dividends...................................................             983.4         1,804.7
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Loss accumulated.................................................       $ (5,834.8)     $ (4,183.0)
                                                                            =========       =========
  Loss per share...................................................       $     (7.97)    $     (4.09)
  Cash dividends per share.........................................              1.60            3.00
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Loss accumulated per share.......................................       $     (9.57)    $     (7.09)
                                                                            =========       =========
Class E common stock
  Earnings attributable to.........................................       $     223.6     $     194.4
  Cash dividends...................................................              62.5            52.4
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Net income retained..............................................       $     161.1     $     142.0
                                                                            =========       =========
  Earnings per share*..............................................       $      1.14     $      1.04
  Cash dividends per share*........................................              0.32            0.28
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Net income retained per share*...................................       $      0.82     $      0.76
                                                                            =========       =========
Class H common stock
  Earnings attributable to.........................................       $     104.6     $     160.0
  Cash dividends...................................................              54.3            63.4
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Net income retained..............................................       $      50.3     $      96.6
                                                                            =========       =========
  Earnings per share...............................................       $      1.39     $      1.82
  Cash dividends per share.........................................              0.72            0.72
                                                                          −−−−−−−−−−      −−−−−−−−−−
  Net income retained per share....................................       $      0.67     $      1.10
                                                                            =========       =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Adjusted to reflect the two−for−one stock split in the form of a 100% stock
  dividend distributed on March 10, 1992.

     Effective January 1, 1991, accounting procedures were changed to include in
inventory general purpose spare parts previously charged directly to expense.
The effect of this change on 1991 earnings was a favorable adjustment of $302.7
million or $0.50 per share of $1 2/3 par value and $3.8 million or $0.04 per
share of Class H common stock. Also, the Corporation adopted SFAS No. 109,
Accounting for Income Taxes, effective January 1, 1991. The favorable
(unfavorable) cumulative effect of adopting SFAS No. 109 was $230.5 million or
$0.38 per share of $1 2/3 par value, $(6.1) million or $(0.03) per share of
Class E and $8.3 million or $0.09 per share of Class H common stock.

                                      II−48
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                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     SUPPLEMENTARY INFORMATION −− CONCLUDED



                                                                   1994          1993          1992
                                                                −−−−−−−−−−    −−−−−−−−−−    −−−−−−−−−−
                                                                        (DOLLARS IN MILLIONS)

Average number of shares of common stocks outstanding (in
  millions)
  $1 2/3 par value.......................................             741.3             710.2               670.5
  Class E................................................             260.3             243.0               209.1
  Class H................................................              92.1              88.6                75.3
Cash dividends on capital stocks as a percent of net
  income.................................................             22.7%             44.0%              N/A
Expenditures for real estate, plants, and equipment......       $ 4,883.7         $ 3,822.1         $ 4,336.7
Expenditures for special tools...........................       $ 2,341.4         $ 2,648.6         $ 2,252.9
Cash and marketable securities...........................       $ 16,075.6        $ 17,962.7        $ 15,107.7
Working capital (with GMAC on an equity basis)...........       $    700.9        $ 2,822.2         $ 10,938.6
Current ratio (with GMAC on an equity basis).............             1.02              1.08              1.32
Total assets.............................................       $198,598.7        $188,200.9        $190,196.0
Long−term debt and capitalized leases
  (with GMAC on an equity basis).........................       $   6,218.7       $   6,383.6       $    7,055.4




                                                                                 1991          1990
                                                                              −−−−−−−−−−    −−−−−−−−−−
                                                                               (DOLLARS IN MILLIONS)

Average number of shares of common stocks outstanding
  (in millions)
  $1 2/3 par value...................................................              614.6             601.5
  Class E *..........................................................              195.3             187.1
  Class H............................................................               73.7              88.1
Cash dividends on capital stocks as a percent of net income..........                N/A               N/A
Expenditures for real estate, plants, and equipment..................         $ 4,255.1         $ 4,249.9
Expenditures for special tools.......................................         $ 2,956.8         $ 3,155.5
Cash and marketable securities.......................................         $ 10,192.4        $ 7,821.4
Working capital (with GMAC on an equity basis).......................         $ 10,807.1        $ 10,915.1
Current ratio (with GMAC on an equity basis).........................               1.36              1.37
Total assets.........................................................         $184,074.6        $180,236.5
Long−term debt and capitalized leases
  (with GMAC on an equity basis).....................................         $    6,699.1      $       4,923.8


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Adjusted to reflect the two−for−one stock split in the form of 100% stock
  dividends distributed on March 10, 1992.

                                      II−49
   64

                        MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

     The following management's discussion and analysis should be read in
conjunction with the competitive position and environmental matters discussions
included in Part I, Item 1, which are specifically incorporated by reference
herein.

     General Motors Corporation reported record consolidated net income for 1994
of $4,900.6 million, or $5.15 per share of GM $1 2/3 par value common stock,
including the unfavorable effect of a postemployment benefits accounting change.
The record was reached as a result of positive contributions from all five major
business sectors, including solid profitability in GM's North American
Automotive Operations (NAO). This compares to consolidated net income in 1993 of
$2,465.8 million, or $2.13 per share of $1 2/3 par value common stock, and a net
loss in 1992 of $23,498.3 million, or $38.28 per share of $1 2/3 par value
common stock.




                                                                                                  1994
                                                                                                 O/(U)
                        BUSINESS SECTOR RESULTS                               1994     1993*      1993
         −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−              −−−−−−    −−−−−−    −−−−−−
                                                                               (DOLLARS IN MILLIONS)

         NAO...................................................              $  690    $ (872)   $1,562
         IO....................................................               1,582     1,115       467
         GMAC..................................................                 920       981       (61)
         EDS...................................................                 822       724        98
         GMHE..................................................               1,049       922       127
         Other.................................................                (162)     (404)      242
                                                                             −−−−−−    −−−−−−    −−−−−−
                Total............................................            $4,901    $2,466    $2,435
                                                                             ======    ======    ======

− −−−−−−−−−−−−−−−−−−−−−−−−−
* Reflects 1994 classifications

     GM sales and revenues increased 12.1% to $155.0 billion in 1994 and 4.5% to
$138.2 billion in 1993. Dollar sales and revenues include price adjustments of
$2.5 billion in 1994, $3.6 billion in 1993, and $2.5 billion in 1992. Profit
(loss) margin −− income (loss) as a percent of sales and revenues −− with GMAC
on an equity basis −− has improved 5.7 percentage points since 1992, when GM
reported a net loss margin of 2.2% (excluding the SFAS No. 106 accounting
change). However, the 1994 net profit margin of 3.5% is short of GM's goal of an
average annual net margin of at least 5% over the auto industry business cycle.

     Cost of sales and other operating charges as a percent of net sales and
revenues −− with GMAC on an equity basis −− was 82.8% in 1994, 85.0% in 1993,
and 88.9% in 1992. The improvement in 1994 versus 1993 is primarily attributable
to NAO where reduced material costs as a result of global sourcing, improved
manufacturing performance and a reduction in hourly employment despite increased
vehicle production. These favorable items were partially offset by higher
corporate−wide engineering costs to support new model development, as reflected
by the $1.0 billion increase in research and development expenses, and increased
costs of emissions and safety equipment. The improvement in 1993 versus 1992
primarily reflects cost improvements at NAO due to consolidation efforts,
purchasing savings, cost cutting in the automotive components group, a 13%
reduction in vehicle assembly hours, and reductions in both salaried and hourly
headcount.

Special Items

     All three years contained certain nonrecurring special items. Results in
1994 included the unfavorable effect of the adoption of Statement of Financial
Accounting Standards (SFAS) No. 112, Employers' Accounting for Postemployment
Benefits, amounting to $758.1 million after−tax, or $1.05 per $1 2/3 par value
share and $0.08 per share of Class H common stock.

     The 1993 results included an after−tax increase of $589.0 million in the
Corporation's previously announced plant closing reserve, labor contract−related
costs of $143.8 million after−tax, primarily reflecting

                                        II−50
   65

the recognition of lump−sum payments to retirees to be made in 1995 and 1996,
and an after−tax loss of $189.5 million on the sale of the Allison Gas Turbine
Division (AGT). These unfavorable special items were partially offset by the
$444.3 million favorable impact of the increase in the U.S. corporate income tax
rate. The higher tax rate resulted in a benefit due to the Corporation's
deferred tax asset position.

     The results in 1992 were severely affected by the adoption of SFAS No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions. The total
unfavorable cumulative effect of this accounting change was $20,837.7 million,
or $33.38 per $1 2/3 par value share and $2.08 per share of Class H common
stock.

     Additionally, several other nonrecurring charges to earnings were recorded
during 1992. GM reduced the basis of its investment in National Car Rental
System Inc. (NCRS) resulting in a charge to earnings of $744.1 million after
taxes, or $1.11 per share of $1 2/3 par value common stock. GM also recognized a
$165.1 million after−tax gain on the sale of its equity investment in Daewoo
Motor Co., or $0.25 per share of $1 2/3 par value common stock. The 1992 loss
included a one−time special restructuring charge of $749.4 million after taxes,
or $0.97 per share of $1 2/3 par value common stock and $1.87 per share of Class
H common stock, primarily attributable to redundant facilities and related
employment costs at Hughes Aircraft Company (Hughes).

     Also effective January 1, 1992, Hughes changed its revenue recognition
policy for certain commercial businesses from the percentage−of−completion
(cost−to−cost) method to the units−of−delivery method resulting in an
unfavorable effect of $40.0 million, or $0.05 per share of $1 2/3 par value and
$0.10 per share of Class H common stock.

     Excluding special items in these years, GM had income of $5,658.7 million
in 1994 and $2,943.8 million in 1993, compared to a loss of $1,292.2 million in
1992. After considering preferred and preference stock dividend payments and the
apportionment of earnings attributable to GM Class E and Class H common stocks,
this represents income per share of $6.20 and $2.79 on $1 2/3 par value common
stock in 1994 and 1993 and a loss per share of $3.02 in 1992.

     The following table summarizes these data:



                                                                      1994         1993          1992
                                                                    −−−−−−−−     −−−−−−−−    −−−−−−−−−−
                                                                           (DOLLARS IN MILLIONS)

Consolidated Net Income (Loss) as reported...................       $4,900.6       $2,465.8    $(23,498.3)
                                                                    −−−−−−−−       −−−−−−−−    −−−−−−−−−−
Add (deduct) net of tax cumulative effect of accounting
  changes and special items
     Unfavorable cumulative effect of accounting changes
       Postemployment benefits...............................          758.1             −−            −−
       Postretirement benefits other than pensions...........             −−             −−      20,837.7
       Hughes revenue recognition policy.....................             −−             −−          40.0
  Special nonrecurring items
     Increase in plant closing reserve (GMHE restructuring in
       1992).................................................             −−          589.0         749.4
     Labor contract−related costs............................             −−          143.8            −−
     Loss on sale of AGT.....................................             −−          189.5            −−
     Increase in U.S. corporate income tax rate..............             −−         (444.3)           −−
     Write−down of investment in NCRS........................             −−             −−         744.1
     Gain on the sale of Daewoo Motor Co. ...................             −−             −−        (165.1)
                                                                    −−−−−−−−       −−−−−−−−    −−−−−−−−−−
          Total cumulative effect of accounting changes and
            special items....................................          758.1          478.0      22,206.1
                                                                    −−−−−−−−       −−−−−−−−    −−−−−−−−−−
Income (Loss) on a comparable basis..........................       $5,658.7       $2,943.8    $ (1,292.2)
                                                                     =======        =======     =========


Worldwide Wholesale Sales

     Worldwide wholesale vehicle sales totaled 8,328,000 units in 1994, up 7.0%
from 1993, reflecting higher sales in all regions. GM unit sales rose 6.1% in
the United States, 9.2% in other North American countries, and 8.2% overseas.
GM's worldwide wholesale sales of cars in 1994 were 5,480,000 units, up 6.0%
from 1993. Truck sales were 2,848,000 units, an 8.9% increase.

                                      II−51
   66

     GM reported worldwide wholesale sales of vehicles of 7,785,000 units in
1993, up 1.3% from 1992. GM unit sales rose 7.9% in the United States but
declined 5.2% in other North American countries and 7.9% overseas. GM's
worldwide wholesale sales of cars in 1993 were 5,169,000 units, down 1.1% from
1992. Truck sales were 2,616,000 units, a 6.4% increase.



                                          CARS                        TRUCKS                         TOTAL
                                 −−−−−−−−−−−−−−−−−−−−−−−      −−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−
  WORLDWIDE WHOLESALE SALES      1994     1993     1992       1994     1993     1992        1994     1993     1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−    −−−−−    −−−−−      −−−−−    −−−−−    −−−−−       −−−−−    −−−−−    −−−−−
                                                               (UNITS IN THOUSANDS)

United States.................     3,049    2,953    2,809    1,967     1,776     1,572     5,016    4,729   4,381
Other North America...........       304      285      296      217       192       207       521      477     503
                                   −−−−−    −−−−−    −−−−−    −−−−−     −−−−−     −−−−−     −−−−−    −−−−−   −−−−−
Total North America...........     3,353    3,238    3,105    2,184     1,968     1,779     5,537    5,206   4,884
Overseas......................     2,127    1,931    2,122      664       648       679     2,791    2,579   2,801
                                   −−−−−    −−−−−    −−−−−    −−−−−     −−−−−     −−−−−     −−−−−    −−−−−   −−−−−
     Total....................     5,480    5,169    5,227    2,848     2,616     2,458     8,328    7,785   7,685
                                   =====    =====    =====    =====     =====     =====     =====    =====   =====


Vehicle Unit Deliveries of Cars and Trucks Worldwide



                                          1994                         1993                            1992
                                −−−−−−−−−−−−−−−−−−−−−−−−−    −−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−−−
                                                    GM AS                        GM AS                           GM AS
                                                     A %                          A %                             A %
                                                     OF                           OF                              OF
                                INDUSTRY     GM     INDUS.   INDUSTRY     GM     INDUS.      INDUSTRY     GM     INDUS.
                                −−−−−−−−    −−−−−   −−−−−    −−−−−−−−    −−−−−   −−−−−       −−−−−−−−    −−−−−   −−−−−
                                                               (UNITS IN THOUSANDS)

United States
  Cars......................      8,991     3,079   34.3 %     8,519      2,927    34.4 %      8,215     2,870   34.9 %
  Trucks....................      6,422     1,984   30.9 %     5,682      1,786    31.4 %      4,905     1,580   32.2 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
     Total United States....     15,413*    5,063   32.9 %    14,201*     4,713    33.2 %     13,120*    4,450   33.9 %
Other North America
  Canada....................      1,257       410   32.6 %     1,190        378    31.8 %      1,225       404   33.0 %
  Mexico....................        619       114   18.4 %       607        107    17.6 %        679       121   17.8 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
     Total North America....     17,289     5,587   32.3 %    15,998      5,198    32.5 %     15,024     4,975   33.1 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
International
  Europe
     Germany................      3,468       553   15.9 %     3,455        547    15.8 %      4,267       692   16.2 %
     United Kingdom.........      2,129       348   16.3 %     1,975        340    17.2 %      1,795       306   17.0 %
     Other West Europe......      7,701       754    9.8 %     7,196        671     9.3 %      9,123       774    8.5 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
       Total West Europe....     13,298     1,655   12.4 %    12,626      1,558    12.3 %     15,185     1,772   11.7 %
     Central/East Europe....      2,274        52    2.3 %     2,949         64     2.2 %      2,345        34    1.4 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
        Total Europe.........    15,572     1,707   11.0 %    15,575      1,622    10.4 %     17,530     1,806   10.3 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
  Latin America
     Brazil.................      1,398       269   19.2 %     1,135        255    22.5 %        772       176   22.8 %
     Venezuela..............         75        22   29.3 %       125         31    24.8 %        131        31   23.7 %
     Other Latin American...      1,149       120   10.4 %     1,015        121    11.9 %        844       107   12.7 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
        Total Latin
           America...........     2,622       411   15.7 %     2,275        407    17.9 %      1,747       314   18.0 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
  All Other
     Asia/Pacific
       Australia............        616       122   19.8 %       556        102    18.3 %        543       100   18.4 %
       Other Asia/Pacific...     11,844       424    3.6 %    11,152        393     3.5 %     10,154       498    4.9 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
          Total
            Asia/Pacific....     12,460       546    4.4 %    11,708        495     4.2 %     10,697       598    5.6 %
     Africa.................        487        62   12.7 %       518         57    11.0 %        503        54   10.7 %
     Middle East............        661        69   10.4 %       730         72     9.9 %        811        80    9.9 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
        Total All Other......    13,608       677    5.0 %    12,956        624     4.8 %     12,011       732   6.1 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
          Total
            International...     31,802     2,795    8.8 %    30,806      2,653     8.6 %     31,288     2,852   9.1 %
                                −−−−−−−−    −−−−−            −−−−−−−−     −−−−−              −−−−−−−−    −−−−−
Total Worldwide.............     49,091     8,382   17.1 %    46,804      7,851    16.8 %     46,312     7,827   16.9 %
                                 ======     =====             ======      =====               ======     =====


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Includes foreign brands of 4,151,000 units, or 26.9%, in 1994, 3,723,000
  units, or 26.2%, in 1993, and 3,633,000 units, or 27.7%, in 1992.

                                           II−52
   67



EMPLOYMENT AND PAYROLLS                                              1994            1993        1992
                                                                   −−−−−−−−−       −−−−−−−−−   −−−−−−−−−

Average worldwide employment
  GM (excluding units listed below).........................         516,300         531,700     571,000
  GMAC......................................................          18,000          18,300      19,200
  EDS.......................................................          75,400          71,500      70,500
  GMHE......................................................          77,100          83,400      89,300
  NCRS......................................................           6,000           5,900          −−
                                                                   −−−−−−−−−       −−−−−−−−−   −−−−−−−−−
  Average number of employees...............................         692,800         710,800     750,000
                                                                   =========       =========   =========
Worldwide payrolls (in millions)............................       $31,737.3       $29,805.8   $30,340.5
Average U.S. hourly employment(1)(2)........................         226,800         235,240     256,250
U.S. hourly payrolls(1) (in millions).......................       $13,582.3       $12,438.9   $12,408.2
Average labor cost per active hour worked −− U.S.
  hourly(1).................................................       $      44.23    $   42.72   $   42.21
U.S. and Canadian employment at December 31 (including
  outside contract personnel, excluding saleable
  engineers)(3)
     Salaried...............................................          72,800          71,400      79,600
     Hourly(4)..............................................         274,400         290,400     316,400
                                                                   −−−−−−−−−       −−−−−−−−−   −−−−−−−−−
        Total................................................        347,200         361,800     396,000
                                                                   =========       =========   =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Excludes EDS, Hughes, Saturn, and NCRS.

(2) Includes employees "at work" (excludes laid−off employees receiving
    benefits).

(3) Excluding GMAC, EDS, GMHE, and NCRS.

(4) Includes employees "on roll" (includes laid−off employees receiving
    benefits).

NAO

     1994 was a pivotal year in the financial turnaround of NAO. NAO returned to
profitability in 1994 after having incurred four consecutive years of losses.
During 1994, NAO continued its ongoing efforts to improve performance in the
four key areas: profitability, product quality, organizational consolidation,
and cost reduction.

     In terms of profitability, NAO reported net income of $690.0 million, an
improvement of $1,562.3 million over 1993. 1994 net income included a one−time
$707.7 million after−tax charge resulting from the adoption of SFAS No. 112.
Excluding this one−time charge, NAO's net income of $1,397.7 million was a
$2,270.0 million improvement over 1993.

     Profit improvement was the result of higher vehicle volumes and outside
component sales as well as reduced sales allowance expense, improved
manufacturing performance, and reduced material costs from global sourcing.
These improvements were offset by higher engineering costs to support new model
development, and increased costs of emissions and safety equipment.

     NAO's 1993 loss of $872.3 million represented a $4.7 billion improvement
over 1992. This improvement was realized despite a $589.0 million after−tax
increase to the plant closing reserve and labor contract−related costs of $143.8
million after tax.

     Due to the strong vehicle market, U.S. 1994 truck deliveries were at an
all−time record high of nearly 2 million units despite capacity constraints
which prevented GM from fully satisfying market demand. Truck deliveries in 1994
increased 198,000 units from 1993. GM's share of U.S. truck deliveries was 30.9%
in 1994, 31.4% in 1993, and 32.2% in 1992.

     GM's U.S. passenger car deliveries exceeded the 3 million mark for the
first time in four years, and were up 152,000 units from 1993. The Corporation's
share of U.S. car deliveries was 34.3% in 1994, 34.4% in 1993, and 34.9% in
1992. GM's share of total U.S. vehicle unit deliveries was 32.9% in 1994,
compared to 33.2% in 1993 and 33.9% in 1992.

                                      II−53
   68

     Market share for 1994 was adversely affected by disruptions in vehicle
supply due to labor strikes, significant model changes, and capacity constraints
as well as a continuation of the planned reduction in low profit fleet sales.
This planned reduction in low profit fleet sales also reduced 1993 market share.
As a result of GM's reduction in fleet sales and the strong acceptance of GM
product in the marketplace, incentives decreased $1,039 million in 1994 from
1993, and $1,336 million in 1993 from 1992.

     During 1994, Delphi Automotive Systems (formerly Automotive Components
Group Worldwide −− renamed in February 1995), while fully participating in
higher NAO vehicle volumes, continued to focus on aggressively growing non−NAO
business worldwide. Delphi non−NAO sales grew by $800 million. In addition,
Delphi obtained several major contracts for new non−NAO business and completed
12 ventures/acquisitions, adding manufacturing capability in such places as
China, Mexico, and Italy.

     In terms of product quality, GM continued to stress quality over quantity.
From a quality perspective, internal measures showed that the 1995 model year
start−up was the best ever. In addition, during 1994 GM continued to show an
improvement in customer surveys of overall customer satisfaction with the
purchase experience as well as with overall product satisfaction.

     Proceeding with its ongoing organizational consolidation objectives, NAO
combined its three car passenger car platforms and Saturn under two groups: the
Small Car Group comprised of Saturn Corporation and the Lansing Automotive
Division, and the Midsize and Luxury Car Group comprised of the Midsize Car
Division and Cadillac Luxury Car Division. This organizational change enabled
the newly−formed groups to have a clear market−driven focus, retain the
uniqueness of its products and take advantage of NAO−wide economies of scale
facilitated by the use of common parts, processes, and systems throughout the
operations.

     NAO continued to consolidate and close selected plants during 1994. These
plant closings were executed as part of NAO's previously announced plan to
reduce its annual capacity to 5.4 million U.S. and Canada passenger cars and
light−duty trucks, while introducing new products which appeal to the growing
trucks market segment. Several steps were taken by Delphi during 1994 so as to
"right−size" the organization and significantly improve cost competitiveness.
Delphi completed the sale of its axle, forge, and propshaft business, motors and
actuators business, light and heavy duty starter motor business, and heavy duty
generator business. These divestitures allowed Delphi to focus resources on core
businesses.

     Cost reduction remained a key strategy. NAO continued to achieve
significant savings from its global sourcing and advanced purchasing strategies
during 1994 as well as lean manufacturing and organizational consolidations.

     Lean manufacturing is a long−term strategy and is continually modified to
meet changing events and consumer demands. During 1994, NAO achieved progress in
its lean manufacturing target areas while increasing U.S. vehicle production.
Delphi increased its utilization of three shifts and 24 hour manufacturing
operations, and implemented second and third tier wage agreements with some of
its unions.

     Balancing plant capacity and plant labor will be an ongoing challenge for
NAO during 1995 and future years. Management intends to continually review its
manufacturing processes and where appropriate realign capacity and selectively
add labor.

     Salaried employment in the United States and Canada was 72,800 at the end
of 1994, up from 71,400 at the end of 1993 and down from 79,600 at the end of
1992. Hourly employment in the U.S. and Canada declined to 274,400 at the end of
1994, down from 290,400 at the end of 1993 and 316,400 at the end of 1992.
During 1994, several facilities were divested to Delco Remy America, ITT
Automotive −− Electrical Systems N.A., and American Axle, representing
approximately 12,500 jobs. In December 1992, GM and the United Auto Workers
reached agreement to offer an early retirement incentive plan aimed at reducing
hourly employment. This plan was offered in the first quarter of 1993 and
accepted by 16,500 hourly employees.

     Although 1994 was a breakthrough year for NAO, there remains a significant
amount of work to be done in order to achieve the goals set out in the NAO
turnaround plan, and to enable NAO to reach its full potential. In this regard,
NAO Management intends to maintain the momentum in implementing continued
operational and financial improvements in the ensuing years. The turnaround
strategies developed by the

                                      II−54
   69

NAO Management Team aggressively address both short−term and long−term
challenges facing the North American automotive industry. Through implementation
of these strategies, NAO Management and its employees intend to continue the
turnaround of GM's North American Operations and build a successful, dynamic
organization poised to enter the 21st century as a strong competitor in the
automotive market.

International Automotive Operations

     GM's International Automotive Operations (IO) recorded a substantial
improvement in profitability in 1994. IO reported income of $1,582.4 million in
1994 versus $1,115.3 million in 1993 and $1,435.5 million in 1992. The 1994
results reflected significant improvements in GM Europe's earnings versus 1993
when vehicle deliveries totaled only 1,622,000 units and the continuation of
strong financial results in GM's Latin American Operations (LAO). IO results in
1993 reflected record sales and profits in LAO and Europe remained profitable
despite an extremely difficult economic climate and low industry vehicle unit
deliveries.

     In 1994, the West European car and truck market increased to 13.3 million
units with GM achieving a share of 12.4% compared with 12.3% in 1993 and 11.7%
in 1992.

     With an overall 13.2% share of the passenger car market in 1994, GM
maintained its second place among all manufacturers of passenger cars in Western
Europe. However, the technically identical Opel/Vauxhall model series again was
'number one' in the Western European car market for the third consecutive year
with a market share of 12.6%. This marginal fall in the passenger car market
share from the 1993 share of 12.7% reflected a number of factors including
restricted availability of the successful new Omega and its predecessor model in
the first half of the year, total international demand for the Corsa exceeding
capacity, and much of the market growth coming in France where GM has a less
than average share.

      During 1993, GM's Western European vehicle unit deliveries declined by
12.1%, although GM increased its car and truck market share to 12.3% from 11.7%
in 1992. Overall passenger car market share increased from 12.7% in 1992 to
13.4% in 1993. Market share increased for Opel/Vauxhall for the fifth straight
year.

     Significant further progress was made in a number of markets. In the
Netherlands, Opel was market leader for the 26th consecutive year with a share
of 14.9%, up from 14.1% in 1993. Opel became market leader in Finland and
Hungary, and in Ireland moved up to second place in the market with a best ever
share of 14.9%, compared with 13.9% in 1993. Market leadership was maintained in
Switzerland and Portugal, and in Germany, GM increased its share from 15.8% last
year to 15.9%.

     In Sweden, Saab increased its market share from 10.1% in 1993 to 11.5%,
continuing the process of recovery and contributing to the return to a
profit−making position. Worldwide retail sales of the Saab lineup increased
20.5% in 1994 compared with 1993 levels.

     GM Europe's profit for the 1994 calendar year showed a significant
improvement over 1993. The improvement was primarily due to strong volume gains,
lower employment−separation program costs, and continued manufacturing− and
material−cost reductions.

     LAO's performance once again exceeded all previous vehicle sales. By
capitalizing on industry expansions throughout the region, GM posted all−time
record deliveries of over 411,000 units (up 1.2% vs. 1993). GM's market share
(15.7%), however, was adversely impacted by continued capacity constraints in
Brazil and the timing of GM's start−up in Argentina (not until the third
quarter) −− two of the fastest growing markets. GM do Brasil's sales increased
5.5% from the 1993 level. Sales and earnings records were established in
Colombia, while GM Chile also achieved its second best year in history. Recently
approved capital expenditures, targeted at capacity expansion, will keep LAO
poised for the future and allow it to take advantage of market growth. All this
was accomplished amidst political uncertainty and continued competitive
pressures from Eastern European and Asian entries.

     While attaining a 29.6% increase in unit deliveries in 1993 (versus 1992)
to 407,000 units, GM continued to strengthen its financial position in Latin
America by posting record operating profit as well. The region also benefited
from a relatively low effective tax rate in 1993.

                                      II−55
   70

     Record 1994 sales in Brazil, Colombia, and Ecuador, combined with
year−to−year increases in Argentina, Bolivia, Chile, and Peru, all contributed
to GM's 15.7% regional market share −− its highest overseas. The region also
experienced a trend toward expanded growth in intra−regional exports brought on
by expanded regional trade pacts. Intra−regional exports were up 15% in 1994
versus 1993.

     In the Asia−Pacific region, financial performance continued on a favorable
course. Strong results at GM Holden's Automotive (GMHA) and improved earnings at
Isuzu Motor Limited (Isuzu) more than balanced the substantial business
development costs of expanding GM operations in the region's fast growing
economies. GMHA reported record profits, sparked by the success of its popular
Holden Commodore model. Meanwhile, Isuzu continued with a major financial
turnaround and posted higher profits in 1994. GM's expansion efforts in the
region were bolstered by market share and sales volume increases, especially in
Australia, Taiwan and Thailand. New initiatives included the start of Opel
passenger car assembly in Indonesia and the launch of several new Opel models in
the region. The Opel Corsa continued its trendsetting pattern of worldwide
acceptance with successful launches throughout the Asia−Pacific region,
including Australia where it was introduced as the Holden Barina.

GMAC

     General Motors Acceptance Corporation (GMAC) serves the financing and
insurance needs of GM customers. Reference should be made to the condensed GMAC
financial statements included in Note 11 to the Financial Statements. The
Corporation hereby encourages reference to the GMAC 1994 Annual Report on Form
10−K to the Securities and Exchange Commission.

     Consolidated net income for GMAC and its subsidiaries totaled $919.7
million in 1994, or $61.4 million and $16.4 million below income reported in
1993 and 1992, respectively. In this regard, 1994 income reflects an unfavorable
first quarter after−tax charge of $7.4 million related to the cumulative effect
on income resulting from the implementation of SFAS No. 112. Also, 1992 income
reflects a cumulative unfavorable adjustment of $282.6 million related to
implementation of SFAS No. 106.

     Net income from financing operations, including GMAC Mortgage Group
(GMACMG) results, totaled $809.0 million in 1994 (excluding the $6.8 million
unfavorable impact due to the adoption of SFAS No. 112). 1994 results were
favorable $18.4 million relative to the $790.6 million earned in 1993 and
unfavorable $202.6 million relative to the $1,011.6 million earned in 1992
(excluding the $232.8 million unfavorable impact due to the adoption of SFAS No.
106). The $18.4 million increase from 1993 earnings reflects record earnings
from international operations as well as continued positive credit loss
experience, and a more favorable funding mix in the U.S., resulting from greater
investor confidence in GM and GMAC. The $221.0 million decrease in earnings from
1992 to 1993 is primarily attributable to lower asset levels and tighter net
interest rate margins in North America, partially offset by higher earnings
outside North America.

     Consolidated financing revenue totaled $9,418.8 million in 1994, up $666.8
million from 1993 but down $983.3 million from 1992. The increase from 1993 to
1994 is primarily attributable to increases in leasing revenues, resulting from
continued growth in operating lease activity and greater wholesale revenue due
to GMAC's resumption of dealer wholesale inventory financing formerly transacted
by GM. This increase was partially offset by reduced lease financing revenues
due to GM's reduction in fleet sales.

     Retail and lease financing revenue, at $2,955.0 million for 1994, was
$718.4 million and $2,552.0 million lower than 1993 and 1992, respectively.
Contributing to these declines were lower asset levels, primarily due to net
asset liquidations through the sale of retail finance receivables since December
1990. Leasing revenue reached $4,855.7 million in 1994, compared to $3,870.9
million in 1993 and $3,527.9 million in 1992, as leasing continues to gain
consumer acceptance. In 1994, wholesale and term loan financing revenue amounted
to $1,608.1 million, compared with $1,207.7 million in 1993 and $1,367.2 million
in 1992, with the increase primarily attributed to the resumption of wholesale
inventory financing as well as greater dealer inventory, partially offset by
sales of wholesale receivables.

     Net insurance premiums earned by Motors Insurance Corporation in 1994 were
relatively stable and amounted to $1,127.6 million, compared with $1,107.2
million in 1993 and $1,159.7 million in 1992. Net

                                      II−56
   71

income from insurance operations totaled $118.1 million in 1994 (excluding the
$0.6 million unfavorable impact due to the adoption of SFAS No. 112). These
results compare with $190.5 million in 1993 and $207.1 million in 1992
(excluding the $49.8 million unfavorable impact due to the 1992 adoption of SFAS
No. 106). Income earned in 1994, in comparison to 1993, reflects non−recurring
capital gains recognized in 1993, partially offset by improved underwriting
results in 1994. Insurance operations in 1993 compared unfavorably to 1992, due
to unfavorable underwriting results, which were partially offset by higher
capital gains.

     Interest and discount expense decreased to $4,230.9 million in 1994 from
$4,721.2 million reported in 1993 and $5,828.6 million in 1992. The $490.3
million decrease from 1993 is primarily due to a more favorable medium− and
long−term funding mix resulting from increasingly positive perception of GMAC's
financial position by the capital markets. The $1,107.4 million decrease from
1992 to 1993 is due to the more favorable funding mix, a general decrease in
U.S. interest rates, and a lower level of total borrowings.

     Total consolidated assets of GMAC at December 31, 1994 were $85,537.4
million, $4,786.6 million above the previous year. Consolidated earning assets,
which comprised $82,074.6 million of the total consolidated assets, increased
$7,290.8 million from 1993 year−end levels. The year−to−year increase can be
largely attributed to an increase in operating lease assets due to the continued
popularity of the SmartLease program.

     As shown in the following table, GMAC financed or leased worldwide 1.9
million new passenger cars and trucks during 1994, up 2.0% from 1993 and down
12.4% from 2.2 million units in 1992.



              UNITS FINANCED OR LEASED BY GMAC WORLDWIDE                  1994     1993     1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−    −−−−−    −−−−−
                                                                           (UNITS IN THOUSANDS)

U. S. .................................................................          1,323   1,371   1,648
Outside the U.S........................................................            613     527     561
                                                                                 −−−−−   −−−−−   −−−−−
        Total GMAC......................................................         1,936   1,898   2,209
                                                                                 =====   =====   =====


     GMAC financed or leased 25% of new General Motors products delivered in the
U.S. during 1994, a 3 percentage point decrease from 1993 and an 8 percentage
point decrease from 1992. The decline in penetration of retail delivery
financing reflects continued intense competitive pressures within a robust sales
environment.

     Total earning assets of GMAC at December 31, 1993 were down 14.2% from
year−end 1992. The reduced level of earning assets reflects lower financing
levels of new GM cars and trucks in the U.S. in 1993, as well as the sales of
receivables. In the U.S., GMAC financed 28% of new GM vehicles delivered by GM
dealers during 1993, down 5 percentage points from 1992.

     As of December 31, 1994, GMAC's total borrowings were $66.7 billion
compared with $62.8 billion at December 31, 1993. Approximately 78.7%
represented funding for operations in the United States. GMAC's total borrowings
at December 31, 1993 decreased 15.8% from the prior year−end. Approximately
80.0% of 1993 borrowing supported United States operations.

     GMAC's provisions for loan losses reflect continued favorable loss
experience related to its finance receivables. Based on these continued
improvements, GMAC adjusted its allowances accordingly during 1994, which
resulted in a provision for losses on financing receivables of $177.3 million,
including sold receivables, $123.5 million and $193.7 million lower than 1993
and 1992, respectively. The provision for financing losses amounted to $300.8
million in 1993, a decrease of $70.2 million from 1992, reflecting a lower level
of finance receivables outstanding, and improved year−to−year loss performance.

Electronic Data Systems Corporation

     Reference should be made to EDS' Management's Discussion and Analysis in
Exhibit 99(a) which is incorporated herein by reference.

                                      II−57
   72

     EDS achieved record earnings for the ninth consecutive year, reflecting
continued strong performance in its existing businesses as well as growth in new
markets. Separate consolidated net income increased 13.5% to $821.9 million in
1994 and 13.9% to $724.0 million in 1993 over $635.5 million in 1992. Earnings
per share attributable to Class E common stock were $1.71 in 1994, up from $1.51
in 1993 and $1.33 in 1992, and are based on the Available Separate Consolidated
Net Income of EDS (described in Note 9 to the Financial Statements).

     EDS is a world leader in systems integration and communications services.
Revenues from sources outside GM and its affiliates rose 24.0% in 1994 to
$6,505.2 million and 7.5% in 1993 to $5,238.1 million and comprised 64.7% and
61.2%, respectively, of total EDS revenues. In addition, EDS continued to assist
GM in a variety of re−engineering processes being implemented in the
Corporation's factories and offices.

     EDS financial statements do not include the amortization of the $2,179.5
million initial cost to GM of EDS customer contracts, computer software
programs, and other intangible assets, including goodwill, arising from the
acquisition of EDS by GM in 1984. This cost, plus the $343.2 million cost of
contingent notes purchased in 1986, less certain income tax benefits, was
assigned principally to intangible assets, including goodwill, and is being
amortized by GM over the estimated useful lives of the assets acquired. Such
amortization, charged against Other Sector income, was $29.1 million in 1994 and
$34.9 million in 1993 and 1992.



                                                                     YEARS ENDED DECEMBER 31,
                                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                SUMMARY FINANCIAL DATA −− EDS                      1994          1993        1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−−−−−     −−−−−−−−    −−−−−−−−
                                                                        (DOLLARS IN MILLIONS
                                                                     EXCEPT PER SHARE AMOUNTS)

Revenues
Systems and other contracts
  GM and affiliates...........................................          $ 3,547.2    $3,323.7    $3,348.5
  Outside customers...........................................             6,412.9    5,183.6     4,806.7
Interest and other income.....................................                92.3       54.5        63.7
                                                                        −−−−−−−−−    −−−−−−−−    −−−−−−−−
Total Revenues................................................            10,052.4    8,561.8     8,218.9
Costs and Expenses............................................             8,768.2    7,430.5     7,218.1
Income Taxes..................................................               462.3      407.3       365.3
                                                                        −−−−−−−−−    −−−−−−−−    −−−−−−−−
Separate Consolidated Net Income..............................          $    821.9   $ 724.0     $ 635.5
                                                                          ========    =======     =======
Available Separate Consolidated Net Income*
Average number of shares of Class E common stock outstanding
  (in millions) (Numerator)...................................              260.3        243.0       209.1
Class E dividend base (in millions)
  (Denominator)...............................................              481.7       480.6       479.3
Available Separate Consolidated Net Income....................          $   444.4    $  367.2    $  278.4
                                                                         ========     =======     =======
Earnings Attributable to Class E Common Stock on a Per Share
  Basis.......................................................          $    1.71    $   1.51    $   1.33
Cash dividends per share of Class E common stock..............          $    0.48    $   0.40    $   0.36
                                                                         ========     =======     =======


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Available Separate Consolidated Net Income is determined quarterly.

GM Hughes Electronics Corporation

     Reference should be made to GMHE's Management's Discussion and Analysis in
Exhibit 99(b) which is incorporated herein by reference.

     For the second consecutive year, GMHE reported record earnings and
revenues. Earnings increased 13.8% to $1,049.2 million in 1994 from $921.6
million in 1993. This compares with a loss in 1992 of $921.6 million. Earnings
in 1994 include the unfavorable effect of an accounting change for
postemployment benefits while 1992 included the restructuring charge and
accounting changes for postretirement benefits and

                                      II−58
   73

revenue recognition described previously. Excluding these special items, GMHE
earnings in 1994 and 1992 would have been $1,079.6 million and $699.9 million,
respectively.

     Revenues increased 4.3% to $14,099.4 million in 1994 and 9.9% to $13,517.5
million in 1993. Revenue increases in both years were due to continued strength
in the domestic automotive market and increased demand for telecommunications
products and services. The 1992 acquisition of General Dynamics' missile
business also contributed to the 1993 revenue growth, however, lower production
rates and planned terminations on several defense programs resulted in a decline
in defense revenues in 1994.

     The improvements in earnings were due primarily to the aforementioned
revenue increases, improved operating margins, and a lower income tax rate in
1994 resulting from the recognition of a capital loss carryforward tax benefit.
The improved operating margins were primarily the result of an aggressive cost
reduction program at Delco Electronics, ongoing efforts to reduce costs across
GMHE's defense businesses, and continued benefits from the consolidation of the
missile business acquired in August 1992. These factors were partially offset in
1994 by operating losses in the in−flight entertainment systems and air traffic
control businesses and increased operating expenses associated with the
commencement of nationwide service in 1994 by DIRECTV(R), GMHE's new
direct−to−home television service.

     Results for 1994 include a $35.0 million pre−tax charge for the expected
disposition of a subsidiary. In December 1994, GMHE announced that it had
reached an agreement with CAE Inc. of Toronto, Canada to acquire substantially
all of the assets of its U.S. subsidiary, CAE−Link Corporation, for $155 million
in cash. CAE−Link is an established supplier of simulation, training, and
technical services, primarily to the U.S. military and NASA. The transaction
closed on February 24, 1995.

     In July 1993, GMHE sold its 30% ownership interest in the Japan
Communications Satellite Company which resulted in a $89.7 million pre−tax gain.
In December 1993, GMHE sold Hughes Rediffusion Simulation Limited and related
entities which resulted in a pre−tax loss of $55.0 million.

     Amounts for 1992 include a $28.0 million pre−tax gain on the sale of assets
to Hughes−JVC Technology Corporation and $35.0 million of pre−tax income from a
patent infringement settlement. In August 1992, GMHE acquired the missile
business of General Dynamics Corporation (GD) for 21.5 million shares of Class H
common stock and cash of $62.8 million. Subsequently, GD sold those shares as
part of a 29.1 million share public offering of Class H common stock. The
remaining 7.6 million shares were issued by GM, and the proceeds were used for
general corporate purposes.

     Earnings (Loss) per share attributable to Class H common stock were $2.62
in 1994, $2.30 in 1993, and ($2.29) in 1992, and are based on the Available
Separate Consolidated Net Income (Loss) of GMHE (described in Note 9 to the
Financial Statements).



                                                                             YEARS ENDED DECEMBER 31,
                                                                      −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                  SUMMARY FINANCIAL DATA −− GMHE                        1994           1993           1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
                                                                               (DOLLARS IN MILLIONS
                                                                             EXCEPT PER SHARE AMOUNTS)

Revenues

Net sales
  Outside customers................................................    $ 9,108.7     $ 9,062.8     $ 8,267.6
  GM and affiliates................................................      4,953.6       4,387.4       3,901.4
Other income −− net................................................         37.1          67.3         128.1
                                                                       −−−−−−−−−     −−−−−−−−−     −−−−−−−−−
Total Revenues.....................................................     14,099.4      13,517.5      12,297.1
Costs and Expenses.................................................     12,570.8      12,147.1      12,547.6(1)
Income Taxes (Credit)..............................................        572.8         572.6         (77.2)
                                                                       −−−−−−−−−     −−−−−−−−−     −−−−−−−−−
Income (Loss) before cumulative effect of accounting changes.......        955.8         797.8        (173.3)
Cumulative effect of accounting changes(2).........................        (30.4)           −−        (872.1)
                                                                       −−−−−−−−−     −−−−−−−−−     −−−−−−−−−
Net Income (Loss)..................................................        925.4         797.8      (1,045.4)
Adjustments to exclude the effect of GM purchase accounting
  adjustments related to Hughes(3).................................        123.8         123.8         123.8
                                                                       −−−−−−−−−     −−−−−−−−−     −−−−−−−−−
Earnings (Loss) Used for Computation of Available Separate
  Consolidated Net Income (Loss)...................................    $ 1,049.2     $   921.6     $ (921.6)
                                                                       =========     =========     =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Includes one−time $1,237.0 million (after−tax $749.4 million or $1.87 per
    share of Class H common stock) restructuring charge primarily attributable
    to redundant facilities and related employment costs at Hughes.
(2) Effective January 1, 1994, GMHE adopted SFAS No. 112, Employers' Accounting
    for Postemployment Benefits. Effective January 1, 1992, GMHE adopted SFAS
    No. 106, Employers' Accounting for Postretirement Benefits Other Than
    Pensions, and Hughes changed its revenue recognition policy for certain
    commercial businesses from the cost−to−cost method to the units−of−delivery
    method.
(3) Amortization of intangible assets arising from GM's acquisition of Hughes.

                                      II−59
   74



                                                                             YEARS ENDED DECEMBER 31,
                                                                      −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
SUMMARY FINANCIAL DATA −− GMHE                                          1994           1993           1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−                                       −−−−−−−−−      −−−−−−−−−      −−−−−−−−−
                                                                               (DOLLARS IN MILLIONS
                                                                             EXCEPT PER SHARE AMOUNTS)

Available Separate Consolidated Net Income (Loss)(4)
Average number of shares of Class H common stock outstanding (in
  millions) (Numerator)............................................        92.1          88.6           75.3
Class H dividend base (in millions) (Denominator)..................       399.9         399.9          399.9
Available Separate Consolidated Net Income (Loss)..................   $   241.6     $   204.5      $ (142.3)
                                                                      =========     =========      =========
Earnings (Loss) Attributable to Class H Common Stock on a Per Share
  Basis
  Before cumulative effect of accounting changes...................   $    2.70     $    2.30      $   (0.11)
  Cumulative effect of accounting changes(2).......................       (0.08)           −−          (2.18)
                                                                      −−−−−−−−−     −−−−−−−−−      −−−−−−−−−
  Net earnings (loss) attributable to Class H common stock.........   $    2.62     $    2.30      $   (2.29)
                                                                      =========     =========      =========
Cash dividends per share of Class H common stock...................   $    0.80     $    0.72      $    0.72


− −−−−−−−−−−−−−−−−−−−−−−−−−
(2) Effective January 1, 1994, GMHE adopted SFAS No. 112, Employers' Accounting
    for Postemployment Benefits. Effective January 1, 1992, GMHE adopted SFAS
    No. 106, Employers' Accounting for Postretirement Benefits Other Than
    Pensions, and Hughes changed its revenue recognition policy for certain
    commercial businesses from the cost−to−cost method to the units−of−delivery
    method.
(4) Available Separate Consolidated Net Income (Loss) is determined quarterly.

LIQUIDITY AND CAPITAL RESOURCES

     The return to overall profitability in 1994 and 1993 resulted in much
stronger cash flow from operations compared with 1992. The Corporation's net
loss in 1992 had adverse effects on cash flows and balance sheet strength during
that period. Despite negative business conditions during that period, GM was
able to meet its funding needs through outside borrowings, sale of finance
receivables, equity issuances, sale of assets, sale and leasebacks, and other
means.

     In 1992, GM's earnings were inadequate to cover its fixed charges
(principally interest and related charges on debt), primarily as a result of
losses incurred by NAO. The Corporation is implementing fundamental changes
which it believes are restoring the profitability of those operations and will
enable the Corporation to continue to have earnings sufficient to cover its
fixed charges, as was the case in 1994 and 1993.

Cash Flows

     Cash and cash equivalents, including GMAC, were $10,939.0 million at
December 31, 1994, down from $13,790.5 million a year earlier due to net cash
used in investing activities exceeding net cash provided by operating and
financing activities.

     Cash and cash equivalents at December 31, 1994 with GMAC on an equity basis
were $9,731.4 million, about the same as $9,762.5 million a year earlier.

      Net cash provided by operating activities, including GMAC, was $11,948.7
million in 1994, $14,746.4 million in 1993, and $9,766.2 million in 1992. The
decrease in 1994 reflected pension contributions in excess of pension expense,
increases in accounts receivable, inventories, and other investments and
miscellaneous assets, partially offset by higher net income before the
accounting change, higher income taxes payable, and higher other liabilities.
Net cash provided by operating activities with GMAC on an equity basis was
$8,436.8 million in 1994, $11,406.3 million in 1993, and $6,699.6 million in
1992.

     In 1993, the Corporation increased by $950.0 million its existing reserve
for scheduled plant closings, which was established as a result of NAO's
adoption of a plan to realign its annual two−shift capacity to 5.4 million U.S.
and Canadian passenger car and light−duty truck vehicles. The increase in the
reserve resulted from changes in assumptions, primarily regarding the amount and
duration of job security and supplemental unemployment benefits expected to be
paid to employees, given the terms of the Corporation's 1993 collective
bargaining agreements. In 1992, GMHE provided a special restructuring charge of
$1,237.0 million, which comprehended a reduction of Hughes' worldwide
employment, a major facilities consolidation, and the disposition of certain
business lines that no longer met GMHE's strategic objectives.

                                        II−60
   75

     At December 31, 1994, the balance in the Corporation's plant closing and
restructuring reserve (excluding environmental) was $3,103.6 million, which
included $2,760.4 million for the NAO plant closings and $343.2 million for the
GMHE restructuring. Approximately $2,435.3 million of the plant closing reserve
is comprised of employee job security and facility costs which, together with
$401.9 million of interest to accrete in the future, will require cash outflows
(see Note 6 to the Financial Statements). Asset writedowns of $325.1 million,
which comprise the remainder of the total, will not require future cash flows.
The future employee job security costs (approximately two−thirds of the future
cash expenditures) will be expended during the period between the closing of the
plants and the time the affected employees are redeployed, retire, or otherwise
terminate their employment. Such spending will primarily occur over the next six
years, generally in a slightly declining pattern. Most of the facility costs
will be expended in varying amounts over the next five years. Cash outflows are
influenced by, among other items, the Corporation's ability to manage its work
force efficiently and effectively and changes in the timing of plant closings.
Approximately $288.2 million of the GMHE restructuring reserve balance,
primarily relating to facilities consolidation, will require future cash
outflows, the predominant portion of which will occur over the next three years.
The balance of the GMHE reserve represents non−cash items.

     During 1994, 1993 and 1992, $498.8 million, $599.6 million, and $723.4
million, consisting primarily of job security costs, were charged against the
NAO plant closing reserve. Charges against GMHE's restructuring reserve were
$228.3 million in 1994, predominantly facilities costs, $527.6 million in 1993,
approximately equally split among facilities costs, severance, business
disposition costs, and other, and $250.9 million in 1992, predominantly
facilities costs. In addition, in 1994 and 1993 the GMHE restructuring reserve
was increased by $35 million and $78 million, respectively, primarily due to
changes in the estimated loss on disposition of two subsidiaries.

     The Corporation has made substantial progress toward achieving its plan of
realigning NAO's plant capacity and the improved operating results and cash flow
are partly a result of these actions. Further incremental benefits are
anticipated as execution of the plan is completed. GMHE's operating results and
cash flows were favorably affected by cost reductions resulting from the
restructuring but significant further incremental benefits are not anticipated.

     Net cash provided by (used in) investing activities, including GMAC, was
($17,499.8)million in 1994, $366.8 million in 1993, and $1,767.5 million in
1992. Net cash used in investing activities in 1994 consisted primarily of
capital expenditures and the net increase in equipment on operating leases,
reflecting the continued acceptance and popularity of the GMAC SmartLease
program. Net cash provided by investing activities in 1993 was primarily due to
the net reduction in finance receivables (resulting from sales of finance
receivables) exceeding capital expenditures and the net increase in equipment on
operating leases. GMAC received $18,800.0 million in 1994, $13,072.2 million in
1993, and $11,201.8 million in 1992 from proceeds from sales of finance
receivables. Such sales, which are an integral element in GMAC's strategy to
minimize liquidity concerns, accelerate the conversion of receivables to cash.
With GMAC on an equity basis, net cash used in investing activities amounted to
$7,720.8 million in 1994 and $4,162.6 million in 1993, compared to net cash
provided by investing activities of $2,465.0 million in 1992.

     Net cash provided by financing activities, including GMAC, was $2,688.2
million in 1994 versus net cash used of $12,477.5 million in 1993 and $6,904.9
million in 1992. Net cash provided by financing activities in 1994 primarily
reflected the net increase in short−term loans payable and proceeds from issuing
common stocks, primarily for employee benefit plans, partially offset by a net
decrease in long−term debt and cash dividends paid to stockholders. Net cash
used in financing activities in 1993 primarily reflected the net decrease in
short−term loans payable and a net decrease in long−term debt. Net cash used in
financing activities with GMAC on an equity basis was $757.0 million in 1994 and
$11,397.6 million in 1993, compared to net cash provided by financing activities
of $628.2 million in 1992.

     General Motors converted all 17,825,000 outstanding shares of its Series A
Conversion Preference Stock (Preference Equity Redemption Cumulative Stock or
PERCS) into shares of GM $1 2/3 par value common stock on June 18, 1994. A total
of 17.7 million shares of GM $1 2/3 par value common stock was issued in this
conversion.

                                      II−61
   76

     In 1993, cash flows from investing and financing activities, with GMAC on
an equity basis, were significantly affected by the discontinuation of GM
financing of certain dealer wholesale receivables and the use of the related
proceeds to retire certain intercompany financing arrangements with GMAC.

     In May 1993, GM redeemed all of the $5.00 Series and $3.75 Series of
Preferred Stock for $265.0 million. In authorizing the redemption, the Board of
Directors determined that the action would provide additional financial
flexibility to the Corporation by eliminating certain covenants contained in the
terms of the Preferred Stock.

     To help meet its funding needs, GM issued several different series of
preference stock providing aggregate net proceeds of $2,498.1 million in 1992.
In addition, GM raised $2,165.4 million in May 1992 through the issuance in a
public offering of 57.0 million shares of $1 2/3 par value common stock and
$129.4 million in October 1992 from the issuance of 7.6 million Class H shares.
The 7.6 million Class H shares were in addition to the 21.5 million Class H
shares issued to finance the acquisition of GD's missile business.

Health Care Expense and Other Postretirement Benefits

     The adoption of SFAS No. 106 had no effect on cash flow since the
Corporation continues its practice of paying postretirement benefits (other than
pensions) when incurred. Nonetheless, General Motors is committed to reducing
the burden of continuing health care cost increases.

     As described in Note 5 to the Financial Statements, SFAS No. 106 requires
the cost of postretirement medical, dental, vision, and life insurance to
retirees and eligible dependents to be recognized in the financial statements
during the period employees provide services to the Corporation. Costs for
medical, dental, vision, and life insurance claims provided to employees during
active service are expensed as incurred (pay−as−you−go) and are not covered by
this Standard. The following table sets forth the components of GM's 1994 SFAS
No. 106 expense and GM's 1994 U.S. health care cost and cash expenditures
(excluding EDS and Hughes, but including GMAC and Delco Electronics):



                                                              SFAS NO. 106     HEALTH      PAY−AS−YOU−GO
                                                                EXPENSE       CARE COST        COST*
                                                              −−−−−−−−−−−−    −−−−−−−−−    −−−−−−−−−−−−−
                                                                        (DOLLARS IN MILLIONS)

GM U.S. Operations Health Care −−
  SFAS No. 106 Expense..................................          $3,564           $ 3,564    $     −−
  Retired Employees
     Pay−As−You−Go......................................              −−                −−        1,616
  Active Employees
     Pay−As−You−Go......................................              −−             1,845      1,845
                                                                  −−−−−−           −−−−−−−    −−−−−−−
Total Health Care.......................................           3,564           $ 5,409    $ 3,461
                                                                                   =======    =======
SFAS No. 106 Ongoing Expense
  Life Insurance........................................             402
  Other Subsidiaries −− Health Care and Life
     Insurance..........................................             156
                                                                  −−−−−−
Total SFAS No. 106......................................          $4,122
                                                                  ======


− −−−−−−−−−−−−−−−−−−−−−−−−−
* Pay−as−you−go amounts for 1993 were $1,578 million for retirees, $1,885
  million for active employees and $3,463 million in total.

     The Corporation has disclosed in the financial statements certain amounts
associated with estimated future postretirement benefits other than pensions and
characterized such amounts as "accumulated postretirement benefit obligations,"
"liabilities," or "obligations." Notwithstanding the recording of such amounts
and the use of these terms, the Corporation does not admit or otherwise
acknowledge that such amounts or existing postretirement benefit plans of the
Corporation (other than pensions) represent legally enforceable liabilities of
the Corporation.

                                      II−62
   77

GM Card

     GM is the sponsor of a credit card program, entitled the GM Card program,
introduced in the U.S. in September 1992 and subsequently in Canada and the
United Kingdom. A cardholder's use of the card generates entitlements to rebates
which can be used solely in connection with the cardholder's purchase or lease
of a new GM vehicle.

     As the sponsor of the GM Card program, neither GM nor GMAC provide consumer
credit. GM is using the program as a marketing strategy to strengthen brand
loyalty and to ultimately increase product sales. Independent banks issue the GM
Card and are responsible for evaluating, extending, and funding credit to the
cardholders, and are fully responsible for any credit card losses with no
recourse against GM.

     GM Card rebates accumulate at a rate equal to 5% of all spending for goods
or services charged to the GM Card up to a maximum rebate amount of $500 per
year on the Blue Card and $1,000 per year on the Gold Card. Additional rebates
may be earned when the GM Card is used to make purchases from non−bank marketing
partners. The rebates, which expire in 7 years, may be applied over and above
all sales allowances in the market at the time of vehicle purchase or lease. GM
is solely responsible to cardholders for rebates. Provisions for GM Card rebates
are recorded as reductions in revenue at the time of vehicle sale. GM has the
right to prospectively modify the plan.

     Rebates redeemed during 1994, 1993, and 1992 were $149.8 million, $33.6
million, and $0.4 million, respectively. Cardholder rebates available for future
redemption when the cardholder purchases or leases a new GM vehicle amounted to
$1.6 billion (net of deferred program income) at December 31, 1994. At the time
the rebate is redeemed, income on the vehicle sale is recognized, and the
Corporation anticipates that profits from incremental sales resulting from the
GM Card program along with deferred program income will more than offset future
rebate costs associated with the GM Card.

Debt Changes

     GM and certain of its subsidiaries maintain or otherwise have available to
them through asset securitization programs various syndicated bank credit
facilities which in aggregate provide $25.9 billion of committed credit
availability. Of this amount, $3.0 billion is directly available to the
Corporation and the remainder is available to GMAC and its subsidiaries and
other GM subsidiaries worldwide. At year−end 1994, unused short−term credit
facilities totaled approximately $18.5 billion and unused long−term credit
facilities totaled approximately $19.2 billion, compared with $14.7 billion and
$18.2 billion, respectively, at the end of 1993.

     During 1994, notes and loans payable of GM and its subsidiaries including
GMAC (as detailed in Note 15 to the Financial Statements) increased 4.7% to
$73,730.2 million at year−end from $70,441.2 million at December 31, 1993.
During 1993, notes and loans payable decreased 14.7%. GM's fully consolidated
ratio of debt to stockholders' equity (excluding stocks subject to repurchase)
was 5.75 to 1 at December 31, 1994 and 12.58 to 1 a year earlier.

      Long−term debt of GM and its subsidiaries with GMAC on an equity basis was
$6,082.3 million at the end of 1994, a decrease of $136.1 million during the
year. The ratio of long−term debt to the total of long−term debt and
stockholders' equity (with GMAC on an equity basis and excluding stocks subject
to repurchase) was 32.2% at December 31, 1994 and 52.6% at December 31, 1993.
The ratio of long−term debt and short−term loans payable to the total of this
debt and stockholders' equity (with GMAC on an equity basis and excluding stocks
subject to repurchase) was 35.6% at the end of 1994 and 57.8% at the end of
1993.

Derivative Financial Instruments

     GM is an international corporation with operations in over 50 countries in
the world which naturally exposes the Corporation to a variety of financial
risks. These financial risks are principally the effects of movements in foreign
exchange rates on transactions not denominated in U.S. dollars, and, to a lesser
extent, changes in interest rates on its net cost of borrowings. In addition,
the Corporation is hedging its use of metals in the physical and financial
commodities markets. The impact of such financial exposures on the

                                      II−63
   78

Corporation's annual income is relatively small compared with the impact of
changes in vehicle sales volumes and operating margins. These financial
exposures are monitored and managed in accordance with Corporate policies and
procedures.

     With respect to foreign exchange, GM has foreign exchange exposures at many
of its domestic and foreign operations related to buying, selling, and financing
in currencies other than the local currency. GM's most significant foreign
currency exposures relate to major North American countries (Canada and Mexico),
Western European countries (primarily Germany, United Kingdom, Spain, Belgium,
and France), Japan, and Brazil. The magnitude of these exposures varies
significantly over time depending upon the strength of local automotive markets
and sourcing decisions. GM and its subsidiaries enter into agreements to manage
certain foreign exchange exposures primarily to hedge transaction risks. As a
general practice, GM has not hedged the foreign exchange exposure related to
either the translation of overseas earnings into U.S. dollars or the translation
of overseas equity positions back to U.S. dollars.

     The Corporation manages its market risk from exposure to changes in
interest rates through various interest rate forward contracts and options both
on its financing assets and debt. At December 31, 1994 and 1993, the total
notional amount of such financial instruments was approximately $14 billion and
$11 billion, respectively. The $3 billion increase in notional amount relates to
GMAC, and its use of such instruments in the normal course of business to offset
a companion asset or funding position as well as to adjust the fixed/floating
nature of its funding position. The increase does not reflect any change in
underlying approach or philosophy by the Corporation.

     With respect to interest rates, in 1994 interest rates rose worldwide with
U.S. interest rates essentially leading the trend. The Corporation raises most
of its financing in the U.S. However, 1994 borrowing costs declined, reflecting
a more favorable funding mix at GMAC resulting from reduced medium− and
long−term cost of funds as well as an increasingly positive perception by the
capital markets.

     Additional information regarding GM's accounting policies for and use of
derivative financial instruments is contained in Notes 1, 15, 19 and 20 to the
Financial Statements.

Security Ratings

     Debt ratings by the various rating agencies reflect each agency's opinion
of the ability of issuers to repay debt obligations punctually. Lower ratings
generally result in higher borrowing costs. A security rating is not a
recommendation to buy, sell, or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating organization. Each rating
should be evaluated independently of any other rating.



                                                                    CURRENT SECURITY RATINGS
                                                                GENERAL MOTORS, GMAC, AND GMHE:
                                                             −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                             LONG−TERM     COMMERCIAL    PREFERENCE
                                                               DEBT          PAPER*        STOCK
                                                             −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−

        Standard &Poor's..............................       BBB+         A−2          BBB
        Moody's........................................       Baa1         Prime−2      baa3
        Fitch Investors................................       A−           F−1          BBB+
        Duff &Phelps..................................       A−           D−1          BBB+


− −−−−−−−−−−−−−−−−−−−−−−−−−
* EDS commercial paper is rated Prime−1 by Moody's.

     In February 1993, Standard & Poor's Corporation (S&P) revised the long−term
debt, commercial paper and preference stock ratings of GM, GMAC, GMHE, and EDS.
GM's, GMAC's, and GMHE's S&P ratings were lowered from A− to BBB+ for senior
debt, eighth highest within the 10 investment grade ratings available from S&P
for long−term debt, based on a determination of adequate capacity to pay
interest and repay principal. S&P lowered GMAC's, EDS', and GMHE's ratings from
A−1 to A−2 for commercial paper, third highest within the four investment grade
ratings available from S&P for commercial paper, indicating strong capacity for
timely payment determined by significant safety characteristics. The rating on
GM's preference stock was lowered from BBB+ to BBB (the ninth highest within the
10 S&P investment grade ratings).

                                      II−64
   79

     In October 1993, at the time of GM's labor contract settlement, S&P revised
its ratings outlook from stable to negative. In April 1994, S&P revised its
ratings outlook from negative to positive.

     In November 1992, Moody's Investors Service, Inc. lowered its rating of
senior debt of GM, GMAC, and GMHE to Baa1 from A2, eighth highest within the 10
investment grade ratings available from Moody's for long−term debt, reflecting
adequate protection of present interest payments and principal. Concurrently,
Moody's lowered its rating of GMAC and GMHE commercial paper from Prime−1, the
highest of three investment grade ratings available from Moody's for commercial
paper, to Prime−2, indicating a strong ability for repayment based on sound
earnings trends and coverage ratios, appropriate capitalization characteristics,
and adequate maintenance of alternative liquidity. Moody's affirmed the Prime−1
rating of EDS commercial paper. In addition, the rating of GM preference stock
was lowered to baa3 (the 10th highest of 10 investment grade ratings) from a3.
Moody's cited GM's continued net losses in North America as the basis for its
action.

     In addition, substantially all of the short−, medium−, and long−term debt
issued by GMAC and the senior debt of GM is rated by Fitch Investors Service,
Inc. (Fitch) and Duff & Phelps Credit Rating Co. (D&P). The senior debt of GM
and GMAC is rated A− by both agencies, seventh highest within the 10 investment
grade ratings available. Fitch's A− rating is assigned to bonds considered to be
of high credit quality, with the obligor's ability to pay interest and repay
principal considered to be strong. D&P's A− rating indicates adequate likelihood
of timely payment of principal and interest.

     GMAC commercial paper has received ratings of F−1 by Fitch, the second
highest of four investment grade ratings available which is assigned to
short−term issues which possess a very strong credit quality based primarily on
the existence of liquidity necessary to meet the obligation in a timely manner.
GMAC's commercial paper is rated D−1 by D&P, the second highest of five
investment grade ratings available which signifies a very high certainty of
timely payment based on excellent liquidity factors and good fundamental
protection factors.

     GM's preference shares are rated BBB+ by Fitch and D&P, the eighth highest
of 10 investment grade ratings available. Preference issues assigned this rating
by Fitch are considered reasonably safe but lack the projections of the "A" to
"AAA" categories. This rating signifies that current results should be watched
for possible signs of deterioration. Preference stock assigned this rating by
D&P has below average projection factors but is still considered sufficient for
prudent investment.

     Despite the current ratings by Moody's and S&P, GM management believes that
GM and GMAC remain highly liquid, retain good access to the capital markets, and
maintain extensive bank credit facilities. GM management believes that NAO's
return to profitability should favorably impact the Corporation's credit ratings
over time.

Capital Spending

     Worldwide capital expenditures, excluding GMAC, were $7.1 billion in 1994
and $6.4 billion in 1993 and 1992. Expenditures in 1994 were devoted primarily
to product development in continued support of the Corporation's programs to
improve vehicle quality, performance, and styling. GMAC's capital expenditures
were approximately $133.0 million in 1994, $118.5 million in 1993, and $149.7
million in 1992.

     Of the 1994 worldwide expenditures for real estate, plants, and equipment,
approximately 70% were in the United States (71% in 1993 and 56% in 1992), 10%
in other North America (5% in 1993 and 3% in 1992), and 20% overseas (24% in
1993 and 41% in 1992).

     Commitments for capital spending, including special tools, were $4.2
billion at December 31, 1994. Capital expenditures for 1995 are estimated to be
approximately $8.5 billion.

Dividend Policy

     GM's policy is to distribute dividends on its $1 2/3 par value common stock
based on the outlook and indicated capital needs of the business. At the
November 1992 meeting of the General Motors Board of

                                      II−65
   80

Directors, the quarterly dividend on the $1 2/3 par value common stock was
reduced from $0.40 per share to $0.20 per share to conserve cash and strengthen
GM's competitive position.

     With respect to Class E and Class H common stocks, the Corporation's
current policy is to pay aggregate annual cash dividends approximately equal to
30% and 35% of the Available Separate Consolidated Net Income of EDS and GMHE,
respectively, for the prior year. In February 1995, the Board of Directors
increased the quarterly dividends on Class E common stock from $0.12 per share
to $0.13 per share and on Class H common stock from $0.20 per share to $0.23 per
share.

     Notwithstanding the current dividend policy, the dividends paid on the
Class H common stock for each of the quarters of 1994, 1993, and 1992 exceeded
35% of the Available Separate Consolidated Net Income of GMHE for the preceding
year (excluding the effect of the $749.4 million after−tax special restructuring
charge at Hughes in 1992).

     At December 31, 1994, the Corporation's capital surplus plus net income
retained for use in the business was $9,013.8 million, $3,752.1 million, and
$2,169.3 million on $1 2/3 par value, Class E, and Class H common stocks,
respectively, as allocated pursuant to GM's Certificate of Incorporation.
However, consistent with Delaware law, which governs the amount legally
available for the payment of dividends on the Corporation's common stock, the
Board of Directors has determined that such amount is materially higher than the
Corporation's capital surplus plus net income retained for use in the business.

Book Value

     Book value per share of $1 2/3 par value common stock was $11.18 at the end
of 1994, versus $1.65 a year earlier and $1.98 at the end of 1992. Book value
per share of Class E common stock increased to $1.43 from $0.21 and $0.25 at the
end of 1993 and 1992, respectively. Book value per share of Class H common stock
increased to $5.59 from $0.83 and $0.99 at the end of 1993 and 1992,
respectively.

Deferred Taxes

     The Corporation's Consolidated Balance Sheet at December 31, 1994 includes
a deferred tax asset of approximately $18.2 billion related to net future
deductible temporary differences (see Note 8 to the Financial Statements) in the
U.S. of which approximately $14.9 billion relates to the obligation for
postretirement benefits other than pensions. The Corporation believes it is
likely that such benefits will be realized through the reduction of future
taxable income.

     Management has carefully considered various factors in assessing the
probability of realizing these deferred tax benefits including:

          − Recent operating results of GMAC, EDS, and GMHE, which collectively
     generated U.S. pre−tax income of approximately $3.3 billion, $3.4 billion,
     and $2.3 billion in 1994, 1993, and 1992, respectively.

          − Substantial improvement in the operating results of U.S. automotive
     operations over the most recent three year period and overall financial
     forecasts of book and taxable income for the 1995−1999 period. Improvements
     are expected by balancing plant capacity per the plant closing plan,
     reducing material costs through global sourcing, increasing efficiency
     through lean manufacturing, and reducing low profit fleet sales.

          − The ability to utilize tax planning, such as capitalization of
     research and experimentation costs for tax purposes, so that the
     Corporation does not have, and does not expect to generate in the near
     future, any significant U.S. Federal tax net operating loss carryforwards.

          − The extended period of time over which the tax benefits can be
     utilized. Postretirement benefits become tax deductions over periods up to
     50 years.

          − The fact that the Corporation has never lost deferred Federal tax
     benefits due to the expiration of a U.S. net operating loss carryforward.

                                      II−66
   81

     For illustrative purposes, the Corporation estimates that it will require
approximately $19.5 billion in U.S. taxable income over the next five years to
realize the recorded deferred tax benefit from temporary differences between
book and taxable income that are expected to impact taxable income over the
five−year period. The Corporation expects to realize the related deferred tax
benefit of $6.8 billion. This expectation is based on improved operating results
in the U.S., available tax planning, and the recurring nature of many temporary
differences between book and taxable income. (Examples of temporary differences
expected to recur in future periods are product warranty and sales incentive
expenses which will generate additional deferred tax assets, thereby offsetting
the realization of previously recorded deferred tax assets related to these
items.)

     As shown in the table below which provides a reconciliation of the
Corporation's pre−tax book U.S. income (loss) and taxable U.S. income (loss),
U.S. taxable income is estimated at $1.7 billion for 1994. Foreign income
taxable in the U.S. includes dividends from foreign operations which totaled
approximately $1.1 billion, $6.2 billion and $0.6 billion in 1994, 1993, and
1992, respectively. The increase in dividends in 1993 was effected as part of
GM's tax planning and global cash management initiatives.

     The estimated decrease in 1994 taxable income from temporary differences
compared to prior years is driven by the significant pension contributions
during 1994.



      RECONCILIATION OF BOOK INCOME TO TAXABLE INCOME               1994          1993         1992
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−     −−−−−−−−     −−−−−−−−−
                                                                         (DOLLARS IN MILLIONS)

Pre−tax U.S. income (loss) from all sources................       $ 3,152.1        $ (512.7)   $(6,767.3)
Foreign income taxable in the U.S..........................         1,779.0*        6,438.0        584.0
Temporary differences......................................        (3,342.2)*       1,332.7      3,759.9
Other −− including goodwill and other non−deductible
  expenses.................................................            80.1*          465.8        581.5
                                                                  −−−−−−−−−        −−−−−−−−    −−−−−−−−−
  U.S. taxable income (loss)...............................       $ 1,669.0*       $7,723.8    $(1,841.9)
                                                                   ========         =======     ========


− −−−−−−−−−−−−−−−−−−−−−−−−−
*Estimated amounts

     The effect of U.S. taxable income in 1993 was substantially offset by the
use of foreign tax credits and a similar result is expected for 1994. The
taxable loss in 1992 was carried back to prior years.

Pensions

     At year−end 1994, GM's total unfunded pension position decreased to $12.6
billion ($9.4 billion U.S. and $3.2 billion non−U.S.) from $22.3 billion a year
ago. Major factors contributing to this decrease were greater than legally
required contributions and the increase in interest rates which resulted in
higher discount rates used to compute the projected benefit obligation of the
plans. Under current pension accounting standards, each year end the Corporation
is required to change its discount rate to the then long−term bond rate to
determine the annual funded status. Total worldwide pension contributions for
the 1994 calendar year totaled $8.2 billion.

     GM's Board of Directors has approved a plan with the long−term goal that
its principal U.S. plans be fully funded on an ongoing economic basis by year
end 1996. In measuring its pension obligations for the purpose of developing
this long−term pension funding plan, the Corporation uses a stable long−term
rate of return (i.e., 10%) that it expects to achieve over time on the
investment of plan assets.

     To meet this goal, the Corporation contributed $7.7 billion in cash to its
U.S. pension plans in the 1994 calendar year, $5.8 billion more than was
required by law. After satisfying its 1994 Employee Retirement Income Security
Act (ERISA) minimum funding obligation with a cash contribution of $1.9 billion
to its U.S. hourly pension plan in the first quarter of 1994, the Corporation
made cash contributions of $3.3 billion and $2.5 billion to its U.S. pension
plans in the third and fourth quarters of 1994, respectively. The Corporation
has made further cash contributions of $1.8 billion to its U.S. pension plans in
the first quarter of 1995 and expects to make additional contributions as it
seeks to meet the long−term funding plan described above.

                                      II−67
   82

     On May 11, 1994, the Corporation reached an agreement with the Pension
Benefit Guaranty Corporation (PBGC) which could lead to incremental stock
contributions to its U.S. hourly pension plan in the near term. The funding
proposal includes $4 billion in cash (already contributed) plus a contribution
of approximately 177 million shares of Class E common stock. Based on the $38.75
per share closing price of Class E common stock on the New York Stock Exchange
on March 1, 1995, a 177 million share contribution of such stock would have a
face market value of approximately $6.8 billion. If and when such stock is
contributed by GM to its U.S. hourly pension plan, the value to be recorded by
GM and the U.S. hourly pension plan will be somewhat less than that reflected by
the per share market price at which it is then trading, as it will be a value
attributed to the entire block of stock by an independent valuation expert (to
be retained by the independent trustee) who will consider, among other things,
the relative size of the block. Given that improvement in the funded status of
GM's U.S. pension plans is a prerequisite to improve the Corporation's credit
rating, increase its financial flexibility, and strengthen its long−term
financial soundness, the Corporation's proposed contribution of its Class E
stock holdings is considered a good use of the Corporation's assets without
impacting EDS' business and customer relationships.

     GM's ability to make the contribution as planned is contingent upon
receiving the exemption requested from the U.S. Department of Labor (DOL), and
other conditions. GM filed its application with the DOL. The notice containing a
description of the proposed prohibited transaction exemption and soliciting
comment thereon was published in the Federal Register on November 14, 1994 and
mailed to all participants in the hourly plan. No assurance can be given at this
time that the approvals will be obtained.

     Under the terms of the agreement with the PBGC, GM will defer the use of
funding credits that would result from the incremental cash and stock
contributions. Consequently, GM will continue to make regular cash contributions
to its pension plans over the next several years. The PBGC agreement also
provides flexibility to GM by granting a release of EDS from liability, if any,
under Title IV of ERISA for GM's U.S. pension plans in the event EDS were to
leave the GM controlled group under certain circumstances.

Environmental Matters

     The Corporation is subject to various laws relating to the protection of
the environment, and is in various stages of investigation or remediation for
sites where contamination has been alleged.

     As disclosed in Note 16 to the Financial Statements, Other Liabilities and
Deferred Credits, the accrued liability for worldwide environmental cleanup was
$693.7 million at December 31, 1994, $659.3 million at December 31, 1993, and
$519.1 million at December 31, 1992. Such amounts are currently believed to be
sufficient. In future periods, new laws or regulations, advances in
technologies, and additional information about the ultimate remedy selected at
new and existing sites, and the Corporation's share of the cost of such
remedies, could significantly change the Corporation's estimates.

     Note 1 to the Financial Statements, Significant Accounting Policies,
describes the Corporation's methodology for estimating environmental
liabilities. The process of estimating such liabilities is complex and is
dependent primarily on the existence and quality of historical information and
physical data relating to a contaminated site, the complexity of the site,
uncertainty as to what remedy and technology will be required, the outcome of
discussions with regulatory agencies and other potentially responsible parties
(PRPs) at multi−party sites, the number and financial viability of other PRPs,
and the timing of expenditures.

     In 1994, 1993, and 1992, the Corporation expensed $105.7 million, $104.7
million, and $114.0 million, respectively, for environmental cleanup. In
addition, worldwide capital expenditures, as discussed previously, include
$130.5 million, $211.5 million, and $246.9 million in 1994, 1993, and 1992,
respectively, for various environmental matters.

Stocks Subject to Repurchase

     On February 15, 1995, GM and the Howard Hughes Medical Institute entered
into an agreement under which GM will assist the Institute in a registered
public offering of approximately 15 million shares of Class H common stock. The
put and call rights described in Note 17 to the Financial Statements expired
unexercised. The Institute will have a new put right with an exercise date on
the earlier of the conclusion of the offering or June 30, 1995. GM will receive
any net proceeds of the offering in excess of $37.50 per share.

                                      II−68
   83

              GENERAL MOTORS OPERATIONS WITH GMAC ON AN EQUITY BASIS

     In order to facilitate analysis, the following financial statements present
financial data for the Corporation's manufacturing, wholesale marketing,
defense, electronics, and computer service operations with the financing and
insurance operations reflected on an equity basis. This is the same basis and
format used in years prior to GM's adoption of SFAS No. 94, Consolidation of All
Majority−owned Subsidiaries:

        STATEMENT OF CONSOLIDATED OPERATIONS WITH GMAC ON AN EQUITY BASIS



                                                                         YEARS ENDED DECEMBER 31,
                                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                    1994           1993           1992
                                                                 −−−−−−−−−−     −−−−−−−−−−    −−−−−−−−−−
                                                                          (DOLLARS IN MILLIONS)

Net Sales and Revenues(1)
Manufactured products....................................        $134,888.1      $119,803.2    $113,489.0
Computer systems services................................           6,687.9         5,449.5       5,082.6
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Total Net Sales and Revenues.............................         141,576.0       125,252.7     118,571.6
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Costs and Expenses
Cost of sales and other operating charges, exclusive of
  items listed below.....................................         117,290.8        106,497.1    105,423.0
Selling, general, and administrative expenses............          10,574.7          9,765.7      9,633.6
Depreciation of real estate, plants, and equipment.......           3,868.4          3,824.7      3,670.3
Amortization of special tools............................           2,900.7          2,535.3      2,504.0
Amortization of intangible assets........................             180.7            189.3        189.1
Special provision for scheduled plant closings and other
  restructurings.........................................                −−           950.0       1,237.0
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Total Costs and Expenses.................................         134,815.3       123,762.1     122,657.0
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Operating Income (Loss)..................................           6,760.7         1,490.6      (4,085.4)
Other income less income deductions −− net(2)............           1,251.8         1,195.3       1,046.3
Interest expense.........................................          (1,304.5)       (1,510.9)     (1,886.8)
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Income (Loss) before Income Taxes........................           6,708.0         1,175.0      (4,925.9)
Income taxes (credit)....................................           2,181.9          (482.1)     (1,594.9)
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Income (Loss) after Income Taxes.........................           4,526.1         1,657.1      (3,331.0)
Earnings of nonconsolidated affiliates...................           1,125.2           808.7         427.8
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Income (Loss) before cumulative effect of accounting
  changes................................................           5,651.3         2,465.8      (2,903.2)
Cumulative effect of accounting changes(3)...............            (750.7)             −−     (20,595.1)
                                                                 −−−−−−−−−−      −−−−−−−−−−    −−−−−−−−−−
Net Income (Loss)........................................        $ 4,900.6       $ 2,465.8     $(23,498.3)
                                                                 ==========      ==========    ==========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Includes sales to nonconsolidated affiliates of $1,134.1 million in 1994,
    $1,059.2 million in 1993, and $984.8 million in 1992, including $275.0
    million in computer systems services revenues for 1994, $265.9 million for
    1993, and $275.9 million for 1992.

(2) Includes loss on the sale of AGT of $305.6 million in 1993, and the NCRS
    charge of $813.2 million and gain on the sale of Daewoo Motor Co. of $162.8
    million in 1992.

(3) Effective January 1, 1994, the Corporation adopted SFAS No. 112, Employers'
    Accounting for Postemployment Benefits. Not included is the unfavorable
    cumulative effect on GMAC earnings of $7.4 million of adopting SFAS No. 112
    because the cumulative effect is included in earnings of nonconsolidated
    affiliates. Effective January 1, 1992, the Corporation adopted SFAS No. 106,
    Employers' Accounting for Postretirement Benefits Other Than Pensions. Not
    included is the unfavorable cumulative effect on GMAC earnings of $282.6
    million of adopting SFAS No. 106 because the cumulative effect is included
    in earnings of nonconsolidated affiliates. Also effective January 1, 1992,
    Hughes changed its revenue recognition policy as discussed previously.

                                       II−69
  84

              CONSOLIDATED BALANCE SHEET WITH GMC ON AN EQUITY BASIS



                                                                               DECEMBER 31,
                                                                         −−−−−−−−−−−−−−−−−−−−−−−−−
                                                                            1994            1993
                                                                         −−−−−−−−−−     −−−−−−−−−−
                                                                           (DOLLARS IN MILLIONS)

ASSETS
Current Assets
Cash and cash equivalents...........................................     $  9,731.4     $  9,762.5
Other marketable securities.........................................        1,245.0          722.5
                                                                         −−−−−−−−−−     −−−−−−−−−−
     Total cash and marketable securities...........................       10,976.4       10,485.0
Accounts and notes receivable
  Trade.............................................................        7,873.1        5,563.1
  Nonconsolidated affiliates........................................        2,080.4        2,955.2
Inventories.........................................................       10,127.8        8,615.1
Contracts in process................................................        2,265.4        2,376.8
Prepaid expenses and deferred income taxes..........................        6,455.6        8,036.3
                                                                         −−−−−−−−−−     −−−−−−−−−−
     Total Current Assets...........................................       39,778.7       38,031.5
Equity in Net Assets of Nonconsolidated Affiliates..................        9,204.3        8,638.5
Deferred Income Taxes...............................................       16,318.6       14,874.1
Other Investments and Miscellaneous Assets..........................       14,835.5       12,586.4
Property −− Net.....................................................       34,661.4       34,103.9
Intangible Assets...................................................       11,536.4       12,746.1
                                                                         −−−−−−−−−−     −−−−−−−−−−
       Total Assets...................................................   $126,334.9     $120,980.5
                                                                         ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable....................................................     $ 10,905.0     $   9,546.5
Loans payable.......................................................          993.7         1,449.6
Income taxes payable................................................          144.7           389.9
Accrued liabilities and deferred income taxes (including current
  portion of postretirement benefits other than pensions)...........       26,584.4       23,823.3
Stocks subject to repurchase........................................          450.0             −−
                                                                         −−−−−−−−−−     −−−−−−−−−−
     Total Current Liabilities......................................       39,077.8       35,209.3
Long−Term Debt......................................................        6,082.3        6,218.4
Payable to GMAC.....................................................        1,212.5        1,355.5
Capitalized Leases..................................................          136.4          165.2
Postretirement Benefits Other Than Pensions.........................       37,348.0       35,423.6
Pensions............................................................       11,223.1       20,583.3
Other Liabilities and Deferred Income Taxes.........................       16,752.2       14,739.7
Deferred Credits....................................................        1,678.8        1,238.0
Stocks Subject to Repurchase........................................             −−          450.0
Stockholders' Equity................................................       12,823.8        5,597.5
                                                                         −−−−−−−−−−     −−−−−−−−−−
       Total Liabilities and Stockholders' Equity.....................   $126,334.9     $120,980.5
                                                                         ==========     ==========


                                       II−70
   85

        STATEMENT OF CONSOLIDATED CASH FLOWS WITH GMAC ON AN EQUITY BASIS



                                                                          YEARS ENDED DECEMBER 31,
                                                                   −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                     1994            1993          1992
                                                                   −−−−−−−−−       −−−−−−−−−    −−−−−−−−−
                                                                            (DOLLARS IN MILLIONS)

Cash Flows from Operating Activities Income (Loss) before
  cumulative effect of accounting changes..................        $ 5,651.3(1)   $ 2,465.8    $(2,903.2)(2)
  Adjustments to reconcile income (loss) before cumulative
     effect of accounting changes to net cash provided by
     operating activities
     Depreciation and amortization.........................          6,949.8        6,549.3      6,363.4
     Special provision for scheduled plant closings and
       other restructurings................................               −−          950.0      1,237.0
     Provision for inventory allowances....................             53.1           44.1         28.5
     Pension expense, net of cash contributions............         (5,096.1)      (1,548.2)       273.4
     Pre−tax (gain) loss on sales of various assets........            (17.6)         305.6       (162.8)
     Write−down of investment in National Car Rental System
       Inc.................................................                 −−           −−        813.2
     Provision for ongoing postretirement benefits other
       than pensions, net of cash payments.................          2,204.6        2,355.7      2,170.1
     Change in deferred income taxes (3)...................            584.5       (1,345.8)    (2,833.5)
     Undistributed earnings of nonconsolidated
       affiliates..........................................           (204.4)         448.1        724.5
     Change in other operating assets and liabilities
       Accounts receivable.................................         (1,428.7)        (106.0)      (741.8)
       Inventories (3).....................................         (1,750.3)         240.3        886.4
       Accounts payable (3)................................          1,224.0          552.2       (478.8)
       Income taxes payable................................           (243.3)        (353.1)       245.6
       Other liabilities (3)...............................            990.0         (455.9)      (754.4)
       Other (3)...........................................           (480.1)       1,304.2      1,832.0
                                                                   −−−−−−−−−      −−−−−−−−−    −−−−−−−−−
Net Cash Provided by Operating Activities..................        $ 8,436.8      $11,406.3    $ 6,699.6
                                                                   =========      =========    =========


− −−−−−−−−−−−−−−−−−−−−−−−−−
(1) Includes the unfavorable cumulative effect on GMAC earnings of $7.4 million
    from adopting SFAS No. 112.

(2) Includes the unfavorable cumulative effect on GMAC earnings of $282.6
    million from adopting SFAS No. 106.

(3) Excluding effect of accounting changes.

                                       II−71
  86

STATEMENT OF CONSOLIDATED CASH FLOWS WITH GMAC ON AN EQUITY BASIS −− CONCLUDED



                                                                        YEARS ENDED DECEMBER 31,
                                                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                   1994           1993         1992
                                                                 −−−−−−−−−     −−−−−−−−−−    −−−−−−−−−
                                                                         (DOLLARS IN MILLIONS)

Cash Flows from Investing Activities
  Investment in companies, net of cash acquired............      $  (246.6)      $     (232.4)   $  (134.7)
  Expenditures for real estate, plants, and equipment......       (4,750.9)          (3,703.6)    (4,187.0)
  Expenditures for special tools...........................       (2,341.4)          (2,648.6)    (2,252.9)
  Proceeds from disposals of real estate, plants, and
     equipment.............................................           240.9             447.1        120.3
  Proceeds from sale and leaseback of capital assets.......              −−                −−        654.9
  Proceeds from the sale of various assets.................           518.4             231.5        162.8
  Change in other investing assets
     Investments in other marketable securities −−
       acquisitions........................................       (2,757.0)          (2,554.9)    (4,676.0)
     Investments in other marketable securities −−
       liquidations........................................        2,237.0          2,585.6        4,363.0
     Notes and finance receivables.........................          101.9          8,811.0        1,718.4
     Operating leases −− net...............................         (723.1)          (470.7)          68.6
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Net Cash Provided by (Used in) Investing Activities........       (7,720.8)         2,465.0       (4,162.6)
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Cash Flows from Financing Activities
  Net increase (decrease) in loans payable.................          (550.9)          252.5       (1,013.4)
  Increase in long−term debt...............................           798.7           989.6        3,951.6
  Decrease in long−term debt...............................          (934.8)       (1,627.7)      (3,634.8)
  Net decrease in payable to GMAC..........................          (143.0)      (10,207.7)      (2,303.0)
  Redemption of Series H preference stocks.................              −−              −−         (243.9)
  Redemption of Howard Hughes Medical Institute put
     options...............................................             −−           (315.0)        (300.0)
  Repurchases of common and preferred stocks...............             −−           (265.6)          (7.2)
  Proceeds from issuing common and preference stocks.......        1,184.9            860.2        5,555.7
  Cash dividends paid to stockholders......................       (1,111.9)        (1,083.9)      (1,376.8)
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Net Cash Provided by (Used in) Financing Activities........         (757.0)       (11,397.6)         628.2
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Effect of Exchange Rate Changes on Cash and Cash
  Equivalents..............................................            9.9             81.2           63.2
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Net increase (decrease) in cash and cash equivalents.......          (31.1)         2,554.9        3,228.4
Cash and cash equivalents at beginning of the year.........        9,762.5          7,207.6        3,979.2
                                                                 −−−−−−−−−       −−−−−−−−−−      −−−−−−−−−
Cash and cash equivalents at end of the year...............      $ 9,731.4       $ 9,762.5       $ 7,207.6
                                                                 =========       ==========      =========


                                   * * * *

                                     II−72
   87

                                    PART III

                              ITEMS 10 THROUGH 13

     Certain information required by Part III (Items 10 through 13) of this
form, other than the information set forth below, has been omitted because the
Registrant intends to file a definitive proxy statement pursuant to Regulation
14A not later than 120 days after the end of its fiscal year.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

     The names and ages of all executive officers of the Registrant at January
31, 1995 and their positions and offices with the Registrant on that date are as
follows:



                 NAME AND (AGE)                                    POSITIONS AND OFFICES
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−      −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

John F. Smith, Jr. (56).........................      Chief Executive Officer; President; Director;
                                                      Member, Finance Committee and Chairman, The
                                                      President's Council
J. Michael Losh (48)............................      Executive Vice President; Chief Financial
                                                      Officer; Member, The President's Council
G. Richard Wagoner, Jr. (42)....................      Executive Vice President; Member, The
                                                      President's Council
Louis R. Hughes (46)............................      Executive Vice President; Member, The
                                                      President's Council
Harry J. Pearce (52)............................      Executive Vice President; Member, The
                                                      President's Council


     There are no family relationships, as defined, between any of the above
executive officers, and there is no arrangement or understanding between any of
the above executive officers and any other person pursuant to which he was
selected as an officer. Each of the above executive officers was elected by the
Board of Directors to hold office until the next annual election of officers and
until his successor is elected and qualified or until his earlier resignation or
removal. The Board of Directors elects the officers in conjunction with each
annual meeting of the stockholders.

     Mr. John F. Smith, Jr. has been associated with General Motors since 1961.
He was elected Executive Vice President in charge of International Operations in
1988. Effective August 1990, he was elected Vice Chairman of the Board of
Directors. On April 6, 1992, Mr. Smith was elected President and Chief Operating
Officer. Effective November 1992, he was elected Chief Executive Officer and
President.

     Mr. Losh has been associated with General Motors since 1970. In July 1984,
he was elected Vice President of General Motors and General Manager of Pontiac
Division. He was named General Manager of Oldsmobile Division in June 1989.
Effective May 1992, he was elected Group Executive in charge of North American
Vehicle Sales, Service, and Marketing. In July 1994, he was elected Executive
Vice President and Chief Financial Officer of General Motors.

     Mr. Wagoner has been associated with General Motors since 1977. He was
elected Vice President in charge of finance for General Motors Europe in June
1989. In July 1991, he was elected President and Managing Director of General
Motors do Brasil. Effective November 1992, he was elected Executive Vice
President and Chief Financial Officer of General Motors. In July 1994, he was
named President of North American Operations.

                                      III−1
   88

     Mr. Hughes has been associated with General Motors since 1966. In March
1989, he was elected Chairman and Managing Director of Adam Opel AG. He was
elected President of General Motors Europe and Vice President and Group
Executive of General Motors in April 1992. Effective November 1992, he was
elected Executive Vice President, International Operations of General Motors. In
September 1994, he was named President of International Operations.

     Mr. Pearce has been associated with General Motors since 1985. In May 1987,
he was elected Vice President and General Counsel of General Motors. Effective
November 1992, he was elected Executive Vice President of General Motors with
responsibility for the Industry−Government Relations Staff, Environmental
Activities Staff, Electronic Data Systems Corporation and GM Hughes Electronics
Corporation. In July 1994, he assumed responsibility for GM's Strategic Decision
Center, Corporate Communications, Allison Transmission Division, Electro−Motive
Division, Urban and Community Affairs, Executive Compensation and Corporate
Governance, and the Corporate Services Staff. He remained General Counsel
through August 1, 1994.

                                      III−2
   89



                                    PART IV



ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8−K



                                                                                     PAGE NO.
                                                                                  −−−−−−−−−−−−−−−

(a)      1. All Financial Statements
         See Part II
         2. Financial Statement Schedule.......................................
         General Motors Corporation and Subsidiaries
         Schedule II−Allowances for the Years Ended December 31, 1994, 1993,
         and 1992..............................................................             IV−3
         3. Exhibits (Including Those Incorporated by Reference).




 EXHIBIT
   NO.                                                                               PAGE NO.
− −−−−−−−−−                                                                         −−−−−−−−−−−−−−−

 (3)(a)       Restated Certificate of Incorporation as amended to May 26, 1994,
              incorporated by reference to Exhibit 3(i) to the Current Report
              on Form 8−K of General Motors Corporation dated May 26, 1994, and
              Amendment to Article Fourth of the Certificate of Incorporation
              −− Division III −− Preference Stock, by reason of the
              Certificates of Designations filed with the Secretary of State of
              the State of Delaware on September 14, 1987 and the Certificate
              of Decrease filed with the Secretary of State of the State of
              Delaware on September 29, 1987 (pertaining to the six series of
              Preference Stock contributed to the General Motors pension
              trusts), incorporated by reference to Exhibit 19 to the Quarterly
              Report on Form 10−Q of General Motors Corporation for the quarter
              ended June 30, 1990 in the Form SE of General Motors Corporation
              dated August 6, 1990; as further amended by the Certificate of
              Designations filed with the Secretary of State of the State of
              Delaware on June 28, 1991 (pertaining to Series A Conversion
              Preference Stock), incorporated by reference to Exhibit 4(a) to
              Form S−8 Registration Statement No. 33−43744 in the Form SE of
              General Motors Corporation dated November 1, 1991; as further
              amended by the Certificate of Designations filed with the
              Secretary of State of the State of Delaware on December 9, 1991
              (pertaining to Series B 9 1/8% Preference Stock), incorporated by
              reference to Exhibit 4(a) to Form S−3 Registration Statement No.
              33−45216 in the Form SE of General Motors Corporation dated
              January 27, 1992; as further amended by the Certificate of
              Designations filed with the Secretary of State of the State of
              Delaware on February 14, 1992 (pertaining to Series C Convertible
              Preference Stock), incorporated by reference to Exhibit (3)(a) to
              the Annual Report on Form 10−K of General Motors Corporation for
              the year ended December 31, 1991 in the Form SE of General Motors
              Corporation dated March 20, 1992; as further amended by the
              Certificate of Designations filed with the Secretary of State of
              the State of Delaware on July 15, 1992 (pertaining to Series D
              7.92% Preference Stock), incorporated by reference to Exhibit
              3(a)(2) to the Quarterly Report on Form 10−Q of General Motors
              Corporation for the quarter ended June 30, 1992 in the Form SE of
              General Motors Corporation dated August 10, 1992; and as further
              amended by the Certificate of Designations filed with the
              Secretary of State of the State of Delaware on December 15, 1992
              (pertaining to Series G 9.12% Preference Stock), incorporated by
              reference to Exhibit (a) to Form S−3 Registration Statement No.
              33−49309 in the Form SE of General Motors Corporation dated
              January 25, 1993.................................................               N/A
        (b)   By−Laws as amended to December 5, 1994, incorporated by reference
              to Exhibit 3(ii) to the Current Report on Form 8−K of General
              Motors Corporation dated December 5, 1994........................               N/A


                                      IV−1
   90



 EXHIBIT
   NO.                                                                                PAGE NO.
− −−−−−−−−−                                                                          −−−−−−−−−−−−−−−

 (4)(a)        Form of Indenture relating to the $500,000,000 8 1/8% Debentures
               Due April 15, 2016 dated as of April 1, 1986 between General
               Motors Corporation and Citibank, N.A., Trustee, incorporated by
               reference to Exhibit 4 to Amendment No. 1 to Form S−3
               Registration Statement No. 33−4452 and resolutions adopted by the
               Special Committee on April 15, 1986, incorporated by reference to
               Exhibit 4(a) to the Current Report on Form 8−K of General Motors
               Corporation dated April 24, 1986.................................               N/A
        (b)    Form of Indenture relating to the $700,000,000 9 5/8% Notes Due
               December 1, 2000 and the $1,400,000,000 Medium−Term Note Program
               dated as of November 15, 1990 between General Motors Corporation
               and Citibank, N.A., Trustee, incorporated by reference to Exhibit
               4(a) to Form S−3 Registration Statement No. 33−37737.............               N/A
        (c)    Instruments defining the rights of holders of nonregistered debt
               of the Registrant have been omitted from this exhibit index
               because the amount of debt authorized under any such instrument
               does not exceed 10% of the total assets of the Registrant and its
               subsidiaries. The Registrant agrees to furnish a copy of any such
               instrument to the Commission upon request........................               N/A
(10)(a)        The General Motors Hourly−Rate Employees Pension Plan............               N/A
     (b)       General Motors Retirement Program for Salaried Employees.........               N/A
     (c)*      General Motors Amended 1987 Stock Incentive Plan, incorporated by
               reference to Exhibit A to the Proxy Statement of General Motors
               Corporation dated April 13, 1992.................................               N/A
        (d)*   General Motors Performance Achievement Plan, incorporated by
               reference to Exhibit A to the Proxy Statement of General Motors
               Corporation dated April 16, 1982.................................               N/A
        (e)*   General Motors 1987 Performance Achievement Plan, incorporated by
               reference to Exhibit A to the Proxy Statement of General Motors
               Corporation dated April 17, 1987.................................               N/A
        (f)*   General Motors 1992 Performance Achievement Plan, incorporated by
               reference to Exhibit A to the Proxy Statement of General Motors
               Corporation dated April 13, 1992.................................               N/A
(11)           Computation of Earnings (Loss) Per Share Attributable to Common
               Stocks for the Three Years Ended December 31, 1994...............             IV−6
(12)           Computation of Ratios of Earnings to Fixed Charges for the Three
               Years Ended December 31, 1994....................................             IV−9
(18)           Letter from Registrant's Independent Auditors dated January 30,
               1995 regarding change in accounting principle....................             IV−10
(21)           Subsidiaries of the Registrant as of December 31, 1994...........             IV−11
(23)           Consents of Independent Auditors.................................   IV−20 and IV−22
(99)(a)        Electronic Data Systems Corporation and Subsidiaries Consolidated
               Financial Statements and Management's Discussion and Analysis....             IV−21
        (b)    GM Hughes Electronics Corporation and Subsidiaries Consolidated
               Financial Statements and Management's Discussion and Analysis....             IV−47
(27)           Financial Data Schedule (for SEC information only)...............               N/A


       (b) Reports on Form 8−K

     One report on Form 8−K, dated December 5, 1994, was filed during the
quarter ended December 31, 1994 reporting amendments to the By−Laws under Item
7, Financial Statements, Pro Forma Financial Information and Exhibits.

* Required to be filed as an exhibit pursuant to Item 14(c) of Form 10−K.

                                      IV−2
   91

                      GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                                 SCHEDULE II −− ALLOWANCES



                                                                   ADDITIONS       ADDITIONS
                                                  BALANCE AT      CHARGED TO      CHARGED TO
                                                   BEGINNING       COSTS TO          OTHER                       BALANCE AT
                  DESCRIPTION                       OF YEAR        EXPENSES        ACCOUNTS      DEDUCTIONS     END OF YEAR
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−   −−−−−−−−−−−     −−−−−−−−−−−     −−−−−−−−−−−    −−−−−−−−−−     −−−−−−−−−−−−
                                                                             (DOLLARS IN MILLIONS)

FOR THE YEAR ENDED DECEMBER 31, 1994
Allowances Deducted from Assets(a)
  Finance receivables (unearned income)........     $ 3,195.1       $     −−      $ 2,324.6      $2,209.8         $3,309.9
  Accounts and notes receivable (for doubtful
    receivables)...............................          222.0          98.8            0.8          77.0(b)         244.6
  Inventories (principally for obsolescence of
    service parts).............................          149.3          53.0             −−          24.5(c)         177.8
  Other investments and miscellaneous assets
    (receivables and other)....................           34.1            −−             −−           1.7             32.4
  Miscellaneous allowances (insurance and
    mortgage)..................................          24.4          28.0              −−          16.7             35.7
                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−      −−−−−−−−−−−−
      Total Allowances Deducted from Assets....     $ 3,624.9       $ 179.8       $ 2,325.4      $2,329.7         $3,800.4
                                                   ==========     ==========     ==========     ==========      ==========
FOR THE YEAR ENDED DECEMBER 31, 1993
Allowances Deducted from Assets(a)
  Finance receivables (unearned income)........     $ 4,215.5       $     −−      $ 3,260.4      $4,280.8         $3,195.1
  Accounts and notes receivable (for doubtful
    receivables)...............................          215.6          106.2           3.1         102.9(b)         222.0
  Inventories (principally for obsolescence of
    service parts).............................          141.7          44.1            0.3          36.8(c)         149.3
  Other investments and miscellaneous assets
    (receivables and other)....................           31.6           4.3             −−           1.8             34.1
  Miscellaneous allowances (insurance and
    mortgage)..................................          17.8           9.5              −−           2.9             24.4
                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−      −−−−−−−−−−−−
      Total Allowances Deducted from Assets....     $ 4,622.2       $ 164.1       $ 3,263.8      $4,425.2         $3,624.9
                                                   ==========     ==========     ==========     ==========      ==========
FOR THE YEAR ENDED DECEMBER 31, 1992
Allowances Deducted from Assets(a)
  Finance receivables (unearned income)........     $ 6,723.0       $     −−      $ 4,189.7      $6,697.2         $4,215.5
  Accounts and notes receivable (for doubtful
    receivables)...............................          190.6          74.2            2.4          51.6(b)         215.6
  Inventories (principally for obsolescence of
    service parts).............................          153.7          28.4            1.5          41.9(c)         141.7
  Other investments and miscellaneous assets
    (receivables and other)....................           37.8           1.9             −−           8.1             31.6
  Miscellaneous allowances (insurance and
    mortgage)..................................           6.8          11.6              −−           0.6             17.8
                                                   −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−−    −−−−−−−−−−      −−−−−−−−−−−−
      Total Allowances Deducted from Assets....     $ 7,111.9       $ 116.1       $ 4,193.6      $6,799.4         $4,622.2
                                                   ==========     ==========     ==========     ==========      ==========



− −−−−−−−−−−−−−−−−−−−−−−−−−
Notes: (a) See analysis of allowance for financing losses in Note 10 to the
       Financial Statements.
       (b) Accounts written off.
       (c) Obsolete parts written off, etc.

Reference should be made to the Notes to Financial Statements.

                                                  IV−3
   92



                                   SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                                   GENERAL MOTORS CORPORATION
                                               −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                          (Registrant)

Date: March 6, 1995                         By:         /s/ John F. Smith, Jr.

                                            −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                        (John F. Smith, Jr.
                                                     Chief Executive Officer,
                                                      President and Director)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 6th day of March 1995 by the following
persons on behalf of the Registrant and in the capacities indicated.



             SIGNATURE                                   TITLE
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

         /s/ John G. Smale                Chairman of the Board of Directors
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
          (John G. Smale)

      /s/ John F. Smith, Jr.              Chief Executive Officer, President
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       and Director
       (John F. Smith, Jr.)

        /s/ J. Michael Losh               Executive Vice President and Chief
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       Financial Officer
         (J. Michael Losh)

                                                                 Principal
         /s/ Leon J. Krain                Vice President and Group Executive
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                                                                   Financial
           (Leon J. Krain)

                                                                 Officers
          /s/ Heidi Kunz                  Vice President and Treasurer
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
           (Heidi Kunz)

       /s/ Wallace W. Creek               Comptroller
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                                                                   Principal
         (Wallace W. Creek)

                                                                 Accounting
        /s/ James H. Humphrey             Chief Accounting Officer

                                                                   Officers
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
        (James H. Humphrey)


                                        IV−4
   93

                            SIGNATURES −− CONCLUDED



             SIGNATURE                                   TITLE
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

       /s/ Anne L. Armstrong              Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
        (Anne L. Armstrong)

         /s/ John H. Bryan                Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
          (John H. Bryan)

      /s/ Thomas E. Everhart              Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
       (Thomas E. Everhart)

    /s/ Charles T. Fisher, III            Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
     (Charles T. Fisher, III)

   /s/ J. Willard Marriott, Jr.           Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
    (J. Willard Marriott, Jr.)

       /s/ Ann D. McLaughlin              Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
        (Ann D. McLaughlin)

        /s/ Paul H. O'Neill               Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
         (Paul H. O'Neill)

     /s/ Edmund T. Pratt, Jr.             Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
      (Edmund T. Pratt, Jr.)

       /s/ Louis W. Sullivan              Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
        (Louis W. Sullivan)

      /s/ Dennis Weatherstone             Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
       (Dennis Weatherstone)

        /s/Thomas H. Wyman                Director
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
         (Thomas H. Wyman)


                                        IV−5
</TEXT>
</DOCUMENT>
1
                                 EXHIBIT 10(a)




           Supplemental

            Agreement

             Covering

           PENSION PLAN

            EXHIBIT A
                TO
            AGREEMENT
             BETWEEN
    GENERAL MOTORS CORPORATION
               AND
               UAW
              DATED
         OCTOBER 24, 1993
   2



                               TABLE OF CONTENTS



                                                   PAGE NO.

Index to Exhibit A and Exhibit A−1                 (ii)
Exhibit A   −− Supplemental Agreement
               Between General Motors
               Corporation and the UAW
               (Pension Plan)                       (1)
Exhibit A−1 −− The General Motors
               Hourly−Rate Employees
               Pension Plan                           1




                                      (i)
   3




                                     INDEX TO

EXHIBIT A     −−   SUPPLEMENTAL AGREEMENT BETWEEN
                   GENERAL MOTORS CORPORATION
                   AND THE UAW (PENSION PLAN)

EXHIBIT A−1   −−   THE GENERAL MOTORS HOURLY−RATE
                   EMPLOYEES PENSION PLAN



                                                     PAGE NO.

Actuary:
  Appointment of                                             (3)
  Certification by                                           (3)

Administration, General                              (11), 50−51

Amendment, Provision for                              (2), 60−61

Appendix A −− Benefit Class Codes                          69−70

Appendix B −− Foundry Jobs                                 71−76

Appendix C −− Asbestos Jobs                                     77

Approval of Plan
  (See "Plan, Approval of")

Asbestos Jobs:
  Definition of                                                 77

Asbestos Service,
  Credited Service for                                          46

Base Hourly Rate                                           66−67

Basic Benefit                                                   67

Basic Benefit Applicable to:
  Benefits Commencing Prior to
    October 1, 1993                                 19−22, 26−28

  Deferred Pensions                                        54−57

  Early Retirement                                           6−9

  ERISA Minimum                                                  8

  Normal Retirement                                              6

  Total and Permanent Disability
    Retirement                                                   6

Benefit Class Code                                         69−70

Board of Administration:
  Applicability of 3(c) Agreement                      (10)−(11)
  Appointment of Members                                     (5)



                                       (ii)
   4




                                 INDEX−−CONT'D.



                                                     PAGE NO.

  Functions                                             (9)−(11)
  Information Furnished by Corporation                   (6)−(9)
  Liability Members                                         (11)
  Pay and Expenses of Members                                (6)
  Retroactive Adjustments                                    (9)
  Time of Meeting                                            (6)
  Voting                                                     (6)

Chairperson, Impartial:
  Appointment of                                        (9)−(10)
  Compensation of                                           (10)
  Term of Office                                            (10)
  Voting                                                    (10)

Contributions:
  General Provisions                              (3)−(5), 48−49
  Service, Current                                           (3)
  Service, Prior                                             (4)
  Time of Payment                                        (3)−(5)

Credited Service, Subsequent to
  Effective Date of Plan:
  Computation                                              34−40
  During Layoff or Disability Leave                 35−36, 38−39
  Limitation of                                            39−40
  Military Service                                            37
  Occupational Disability Absences                         36−37
  Prior Service as Salaried Employee                          37
  Reinstatement of                                            40

Credited Service, Asbestos                                      46

Credited Service, Credit Union                              (12)

Credited Service, Equal to Seniority                            40

Credited Service, Foreign Subsidiary                            41

Credited Service, Foundry                            (14), 41−43

Credited Service, Loss of                                       40

Credited Service, Reinstatement of                              40

Credited Service, Union Leaves of
  Absence                                                   (12)




                                       (iii)
   5




                                   INDEX−−CONT'D.



                                                         PAGE NO.

Deduction For:
  Benefit Plan(s) Overpayments                                  59
  Dependent Life Insurance                                      58
  Income Tax                                                    58
  Medical Expense Coverage                                      58
  Optional Life Insurance                                       58
  Union Dues                                             (13)−(14)

Deferred Pension:
  Benefits, Determination of                                 54−57
  Eligibility                                                   54
  If Reemployed                                              56−57
  Minimum Vesting Standards−ERISA                            43−46

Definitions                                                  64−68

Dependent Life Insurance                                        58

Discharged Employee                                          9, 13

Disciplinary Action
  (See "Employment Rights")

Duration of Agreement                                         (15)

Employee, Definition of                                      64−65

Employment Rights                                    (12)−(13), 59

Establishment of Fund                                          (3)

Establishment of Plan
  (See "Plan, Establishment of")

Federal Social Security Benefit:
  Definition of                                                 66

Fiduciary, Named−ERISA                                          60

Financing                                           (3)−(5), 48−49

Foundry Jobs:
  Designation of                                             71−76

Foundry Service, Credited Service for                        41−43

Guaranteed Income Stream Benefits                               53

Grievance Procedure:
  Non−Applicability of                                   (11)−(12)



                                        (iv)
   6




                                 INDEX−−CONT'D.



                                                     PAGE NO.

Income Tax (See "Plan, Approval of:
  Internal Revenue Service")

Insurance Company or Trustee:
  Definition of                                               65
  Designation of                                             (3)

Insured Fund, Definition of                                     66

Layoff or Disability Absence:
  Credited Service During                           35−36, 38−39

Leaves of Absence:
  Union                                                     (12)
  Military Service                                            37

Letter Agreements                                          87−95

Liability of Corporation                              (5), 48−50

Limitation of Benefits                                          60

Lump−Sum Payment                                           90−91

Medical Expense Benefit Coverages                               58

Merger or Consolidation−ERISA                                   64

Military Service, Credited Service for                          37

Modification, Provision for                       (1)−(2), 60−61

Optional Life Insurance                                         58

Pension Fund, Definition of                                     66

Pension Payments:
  General Provisions                                       51−54
  Non−Alienation of                                        57−59
  To Persons Other Than Pensioners                            53

Plan, Approval of:
  Board of Directors                                 (1)−(3), 60
  Internal Revenue Service                           (1)−(2), 59

Plan, Duration of                                           (15)

Plan, Establishment of                              (1)−(3), 3−4

Plan, Termination of                                       61−64


                                      (v)
   7




                                 INDEX−−CONT'D.



                                                           PAGE NO.

Pre−Retirement Survivor Coverage−REA:
  Duration                                                            32−33
  Effective Date                                                      32−33
  Eligibility                                                         32−34
  Payment                                                             32−33

Qualified Domestic Relations Order−REA                      9, 27, 33, 57

Reemployment                                          (13), 40, 52−53, 66

Retirement, Early:
  Benefit Options                                                         4
  Benefits, Determination of                                            6−9
  Benefits, Payment of                                                51−54
  Benefits, Redetermination of                                            7
  Eligibility                                                             4
  Mutual Retirement Standards                                         78−79
  Reduction for Age                                                       7

Retirement, General                                             (12)−(13)

Retirement, Normal:
  Benefits, Determination of                                              6
  Benefits, Payment of                                                51−54
  Eligibility                                                             4

Retirement, Total and Permanent Disability:
  Benefits, Determination of                                            6
  Benefits, Payment of                                              51−54
  Disability, Determination of                                          5
  Eligibility                                                   5, 51, 57
  Recovery From                                   (12)−(13), 5, 17, 52−53

Seniority (See "Credited Service")

Seniority, Definition of                                                 66

Seniority, Equal to Credited Service                                     40

Social Security Benefits:
  Redeterminations for                                                   47

Special Benefit                                                       18−19

Standards for Application of Provisions
  for Mutually Satisfactory Retirement                                78−79

Statement of Intent−Representation                                    80−85



                                        (vi)
   8




                                   INDEX−−CONT'D.



                                                      PAGE NO.

Supplement, Early Retirement:
  Benefits, Determination                           13−14, 16−17
  Earnings Limitation                                         17
  Eligibility                                        (13), 13−14
  Limitation of 70% of Final Pay                              18
  Payment of                                           14, 51−54
  Penalty Against                                          16−17
  Recovery if Overpaid                                        17
  Redetermination if Commenced
    Prior to October 1, 1993                                  25
  Waiver of Earnings Limitation,
    Mutual Retirement                                         17

Supplement, Interim:
  Benefits, Determination of                               14−15
  Earnings Limitation                                         17
  Eligibility                                        (13), 13−14
  Limitation of 70% of Final Pay                              18
  Payment of                                           15, 51−54
  Penalty Against                                          16−17
  Recovery if Overpaid                                        17
  Redetermination if Commenced
    Prior to October 1, 1993                                  25

Supplemental Pension Agreement:
  Conflicts With Plan                                        (1)
  Date of                                                    (1)
  Duration of                                               (15)
  Parties to                                           (16)−(17)

Surviving Spouse Benefits:
  After Employee's Retirement                               9−13
  Before Employee's Retirement                             12−13
  Cancellation Because of Death
    or Divorce                                          9−10, 26
  Effective Date                                           10−11
  Election to Receive Full Amount
    of Future Increases                                    26−27
  Joint and Survivor−ERISA                                 28−31
  Reduction of Basic Benefit                               11−12
  Rejection of Coverage                                10−11, 29
  Special Survivor Option                                     26



                                       (vii)
   9




                                   INDEX−−CONT'D.



                                                      PAGE NO.

  Spouse Consent                                     10−11, 29
  Upon Marriage or Remarriage
    After Retirement                                     27−28

Temporary Benefit Applicable to:
  Benefits Commencing Prior to
    October 1, 1993                                      22−24
  Early Retirement                                         8−9
  Total and Permanent Disability
    Retirement                                               8

Termination of Plan
  (See "Plan, Termination of")

Trust Fund:
  Definition of                                             66
  Establishment of                                  (3), 48−49
  Irrevocability of                                         50

Trustee, Duties of                                         (3)

Trustee or Insurance Company:
  Definition of                                             65
  Designation of                                           (3)

Union Dues, Deduction of                             (13)−(14)

Vesting (See "Deterred Pension")

Wage Inequity Adjustments                                   21

Widow's Benefits
  (See "Surviving Spouse Benefits")

Workers Compensation:
  Deductions for Receipt of                          47−48, 89




                                       (viii)
   10




                                      EXHIBIT A

                                     SUPPLEMENTAL
                                      AGREEMENT

                                  (PENSION PLAN)




   11
                                                                       A, Sect.1



                              SUPPLEMENTAL AGREEMENT
                                  (PENSION PLAN)

On this 24th day of October, 1993, General Motors Corporation, hereinafter
referred to as the Corporation, and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America, hereinafter referred
to as the Union, on behalf of the employees covered by the collective
bargaining agreement of which this Supplemental Agreement becomes a part, agree
as follows:

SECTION 1.   ESTABLISHMENT OF PLAN

Subject to the approval of its Board of Directors, the Corporation will
establish an amended pension plan, hereinafter referred to as the Plan, a copy
of which is attached hereto as Exhibit A−1 and made a part of this agreement to
the extent applicable to the employees represented by the Union and covered by
this agreement as if fully set out herein, modified and supplemented, however,
by the provisions hereinafter. In the event of any conflict between the
provisions of the Plan and the provisions of this agreement, the provisions of
this agreement will supersede the provisions of the Plan to the extent
necessary to eliminate such conflict.

The Plan, as set forth in Exhibit A−1, and the Plan as it may be modified and
supplemented by superseding provisions of this agreement, as above provided,
are both contingent upon and subject to obtaining and retaining such approval
of the Commissioner of Internal Revenue as the Corporation may find necessary
to establish the deductibility under Section 404 of the Internal Revenue Code
for income tax purposes of any and all contributions made by the Corporation to
both plans and to establish the plans and related trust as being qualified and
tax exempt under Sections 401 and 501(a) or other applicable provisions of the
Internal




                                         (1)
   12
A, Sect. 1



Revenue Code. Any modification or amendment of either the Plan, or the Plan as
modified and supplemented by this agreement, may be made retroactively by the
Corporation with the consent of the Union, if necessary or appropriate, to
qualify or maintain the Plan as a plan and trust meeting the requirements of
Sections 401 and 501(a) of the Internal Revenue Code, as now in effect or
hereafter amended, or any other applicable provisions of the federal tax laws,
as now in effect or hereafter amended or adopted, and the regulations issued
thereunder, provided that pension benefits under the Plan are not diminished.

Until the Plan is approved by the Corporation's Board of Directors and by the
Commissioner of Internal Revenue, all as hereinbefore provided, the benefits
payable shall be only those determined under the Plan as constituted prior to
October 1, 1993; provided, however, that following approval by its Board of
Directors and its receipt of the favorable ruling from the Commissioner of
Internal Revenue as set forth above, the Corporation or the trustee will pay to
retired employees and surviving spouses any excess amounts equal to the
difference between the monthly pension calculated in accordance with the terms
of the Plan, attached hereto as Exhibit A−1, and the monthly pension paid or
payable in accordance with the terms of the Pension Plan which was attached as
Exhibit A−1 to the Supplemental Agreement (Pension Plan) between the Parties
dated September 17, 1990. Any such excess amounts payable for months prior to
the receipt of the aforementioned Board of Directors and the Commissioner of
Internal Revenue approvals, shall be payable the first of the month following
the date upon which the last of these two approvals is received by the
Corporation, and any such amounts payable thereafter shall be paid on the first
of the month at the same time as the related pension is paid.

In the event that the Plan is disapproved by the Board




                                      (2)
   13
                                                                      A, Sect. 1



of Directors of the Corporation, the Corporation within thirty days after any
such disapproval will give written notice thereof to the Union and this
agreement shall thereupon have no force or effect. In that event the matters
covered by this agreement shall be the subject of further negotiation between
the Corporation and the Union.

SECTION 2.   FINANCING

     (a) A trustee or an insurance company, or both, shall be designated by the
Corporation, and a trust agreement or contract, or both, executed between the
Corporation and such trustee or insurance company, or both, under the terms of
which a pension fund or insured fund, shall be established to receive and hold
contributions payable by the Corporation, interest, and other income, and to
pay the pensions and supplements provided by the Plan.

     (b) The Corporation agrees to pay over irrevocably to the trustee or
insurance company during the period of this agreement, contributions or
payments for the Plan equal to the sum of (i) and (ii) below as determined and
certified as of each anniversary of the effective date of the Plan by one or
more actuaries chosen by, but independent of, the Corporation, and qualified
through Fellowship in the Society of Actuaries and enrollment with the Joint
Board for Enrollment of Actuaries (hereinafter referred to as the Actuary).
Such contributions or payments for any year may be made not later than the date
on which such contributions are required by law to be made for the purpose of
crediting such contributions to such year under the minimum funding standards
of the Employee Retirement Income Security Act of 1974:

     (i) the annual "current service" or "normal cost" contribution
attributable to a year's cost accruals in respect of assumed continuous service
after each such anniversary date, and




                                      (3)
   14
A, Sect. 2 (b)(ii)



     (ii) the "prior service contribution" computed as that part of the present
value, at each such anniversary date, of the prospective pensions payable under
the Plan for employees, pensioners and former employees who are entitled to a
deferred pension then covered by the Plan which is in excess of:

         (aa) the value of the trust fund, as then comprised of any contracts
and total other assets, invested and uninvested, such total assets being valued
on a basis at least equal to the total cost thereof, plus

         (bb) the then present value of the prospective "current service" or
"normal cost" contributions determined by the Actuary in accordance with (i)
above,

         such excess part being amortized according to the following schedule:

             (1) in respect of the portion of such excess part attributable to
the level of benefits in effect prior to October 1, 1979 − the fifty−ninth
anniversary of the Corporation's pension plan (October 1, 2009), and

             (2) in respect of the portion of such excess part attributable to
the increase in the level of benefits established by amendments to the
Corporation's pension plan effective on or after October 1, 1979 − the
thirtieth anniversary of the date on which such increase in the level of
benefits becomes effective.

     (c) The Corporation may contribute or pay additional amounts to the
trustee or insurance company, or both, under (b) above in any year without such
additional amounts being construed to reduce any thirty−year period for the
completion of the "prior service contributions" of subsection (b)(ii) above.
If the Corporation has contributed any such additional amounts prior to any
anniversary date of the Corporation's pension plan or shall contribute any




                                      (4)
   15
                                                                  A, Sect. 2 (c)



such additional amounts prior to any anniversary date of the Plan falling
within the duration of this agreement, the Corporation may as of such
anniversary, contribute a lesser amount than otherwise determined by (b) above
for such anniversary, provided that the value of any contracts and total other
assets as valued in accordance with (b)(ii)(aa) above at such anniversary shall
not be less than the amount estimated by the Actuary to be the value as if
contributions and payments up to and including such anniversary date had been
made as provided in (b) above and no additional amounts had been contributed or
paid prior to such anniversary.

     (d) The Corporation by payment of the contributions or amounts as
hereinbefore provided in this section shall be relieved of any further
liability, and pensions and supplements shall be payable only from the trust
fund or the insured fund or both.

SECTION 3.   ADMINISTRATION

     (a) Board of Administration

         (1) There shall be established a central Board of Administration
hereinafter referred to as the Board, composed of six members, three appointed
by the Corporation and three by the Union. Each member of the Board shall have
an alternate. In the event a member is absent from a meeting of the Board, the
alternate may attend and when in attendance shall exercise the duties of the
member. Either the Corporation or the Union at any time may remove a member or
alternate appointed by it and may appoint a member or alternate to fill any
vacancy among members or alternates appointed by it.

         No person shall act as a member of the Board of Administration or as
an alternate for such member unless notice of the appointment has been given in
writing by the party making the appointment to the other party.




                                      (5)
   16
A, Sect. 3 (a)(2)



         (2) The Board shall meet at such times and for such periods for the
transaction of necessary business as may be mutually agreed upon by its
members.

         (3) To constitute a quorum for the transaction of business, the
presence of four members of the Board shall be required. At all meetings of
the Board, the member or members present appointed by the Corporation shall
have in the aggregate a total of one vote to be cast on behalf of the
Corporation, and the member or members present appointed by the Union shall
have in the aggregate a total of one vote to be cast on behalf of the Union.

         (4) The compensation and expenses of the Corporation members will be
paid by the Corporation and the compensation and expenses of the Union members
will be paid by the Union and no part of such compensation or expenses will be
paid from the trust fund.

         (5) The Corporation shall cause to be furnished to the Board of
Administration annually:

             (i) A statement as of each anniversary date of the Plan showing in
summary form the value of the assets which comprise such fund by general
categories of investment, such value being determined on a basis at least equal
to the total cost thereof for each such category.

             (ii) Such information as to age, sex and service of hourly−rate
employees of the Corporation as a whole in the United States and as to the
number of pensioners and amount of pensions and supplements by age groups, as
the Board may reasonably require, but in no event shall the Corporation be
required to furnish the Board with any data not furnished by the Corporation to
the Actuary.




                                      (6)
   17
                                                          A, Sect. 3 (a)(5)(iii)



             (iii) A report, prepared by the Actuary, in respect of each year's
actuarial valuation of the Plan, setting out the following:

                 (a) the amount of the normal cost contribution and the amount
of the payment toward amortization of the actuarial deficiency required in
accordance with Section 2(b) hereof.

                 (b) a statement of the method and the assumptions, such as the
interest rate, mortality rates, withdrawal rates, retirement rates, average
benefit unit and assumptions used with respect to the survivor benefit, adopted
for the valuation for the purposes of Section 2(b) hereof.

                 (c) the amount, as of each anniversary date, of the gross
actuarial deficiency, determined in accordance with Section 2(b) hereof as the
present value of the prospective pensions payable under the Plan less the then
present value of the prospective normal cost contributions, if any, for (1)
retired employees, (2) employees who have separated with retention of deferred
pensions, (3) non−retired and non−separated employees, and (4) total.

                 (d) the amount of assets used in the actuarial valuation,
together with a reconciliation of the amount of such assets with the amount
used in the preceding valuation.

                 (e) the amount of the net (unfunded) actuarial deficiency.

                 (f) the amount by which the value of the trust fund exceeded
the amount then required by Section 2(b) hereof to be in such fund.

                 (g) the extent to which the trust fund assets as of the
valuation date would be sufficient to cover the pension liabilities, as
determined in accordance with SFAS 87.




                                      (7)
   18
A, Sect. 3 (a)(5)(iv)



             (iv) A statement, certified by the Actuary, that the amount of the
trust fund is or is not less than the amount then required by Section 2(b)
hereof to be in such fund.

             (v) A statement setting forth:

                 (aa) The value of the trust fund computed on the basis of
market value as of the previous anniversary date of the Plan.

                 (bb) Additions during Plan year:

                     (i) payments by General Motors into the fund

                     (ii) interest and dividends received by the fund

                     (iii) net investment gains, and

                     (iv) total additions.

                 (cc) Pension payments and supplements to retired employees and
surviving spouses during Plan year.

                 (dd) The value of the trust fund computed on the basis of
market value as of the anniversary date of the Plan for the year for which the
statement is being submitted.

             (vi) A schedule setting forth as of March 31 of each year:

                 (aa) the amount of investment of the pension fund in
residential real estate mortgages, by type, in communities with General Motors
plants and in other communities,

                 (bb) the amount invested in such residential real estate
mortgages during the preceding year in comparison with total new money
investments during that year, and




                                      (8)
   19
                                                       A, Sect. 3 (a)(5)(vi)(cc)



                 (cc) a description of such residential mortgages in which
funds were invested during the preceding year, by type, separately by plant
city areas and in total for other areas.

             (vii) A copy of Form 5500 reports and attendant schedules for the
Plan will be furnished as soon as practicable after General Motors has filed
such report with the Internal Revenue Service.

         (6) The Board of Administration shall have no power to add to or
subtract from or modify any of the terms of this agreement or the Plan, nor to
change or add to any benefit provided by said agreement or Plan, nor to waive
or fail to apply any requirement of eligibility for a benefit under said
agreement or Plan.

         (7) Any case referred to the Board of Administration on which it has
no power to rule shall be referred back to the parties without ruling.

         (8) No ruling or decision of the Board of Administration in one case
shall create a basis for a retroactive adjustment in any other case prior to
the date of written filing of each such specific claim.

         (9) There shall be no appeal from any ruling by the Board which is
within its authority. Each such ruling shall be final and binding on the Union
and its members, the employee or employees involved, and on the Corporation,
subject only to the arbitrary and capricious standard of judicial review.

         The Union will discourage any attempt of its members and will not
encourage or cooperate with any of its members, in any appeal to any Court or
Administrative Board or Agency from a ruling of the Board of Administration.

     (b) IMPARTIAL CHAIRPERSON

         (1) The Corporation and the Union shall mutually




                                      (9)
   20
A, Sect. 3 (b)(1)



agree upon and select an Impartial Chairperson, who shall serve until requested
in writing to resign by three Board members.

         (2) The Impartial Chairperson will not be counted for the purpose of a
quorum, and will vote only in case of a failure of the Corporation and the
Union by vote through their representatives on the Board to agree upon a matter
which is properly before the Board and within the Board's authority to
determine; provided that the Impartial Chairperson may vote only on matters
involving the processing of individual cases, not on the development of
procedures.

         (3) The fees and expenses of the Impartial Chairperson will be paid
             one−half by the Corporation and one−half by the Union.

     (c) As soon as possible after the effective date of this agreement, the
Union and Corporation members of the Board of Administration shall work out
matters such as but not limited to: (1) procedures for establishing Local
Pension Committees at the Divisions or plants involved; (2) the authority and
duties of such Local Pension Committees; (3) the procedures for reviewing
applications for pensions; (4) the handling of complaints regarding the
determination of age, service credits, and computation of benefits; (5)
procedures for making appeals to the Board; (6) means of verifying service
credits to which employees are entitled under the Plan; (7) methods of
furnishing information to employees regarding past and future service credits;
(8) the amount of time the Union members of the local committees may be
permitted to leave their work to attend meetings of the Local Pension
Committees; (9) how disputes over total and permanent disability claims will be
handled, including disputes, if any, with respect to whether a disabled
pensioner engages in gainful employment; (10) the review of pertinent
information about the Plan




                                      (10)
   21
                                                                  A, Sect. 3 (c)



for dissemination to employees; (11) how pension payments will be authorized by
the Board. All such matters shall be consistent with all other provisions of
the Plan and this agreement. The working out of the procedures outlined in
this section shall be the responsibility of the Corporation and Union members
of the Board, and the Impartial Chairperson shall have no power to decide any
question with respect thereto.

     The provisions of Agreement Implementing Section 3(c) of the Supplemental
Agreement, Pension Plan, dated October 14, 1988 which were established by the
Board pursuant to the foregoing are incorporated herein by reference and are a
part hereof and effective with respect to the administration of the Plan as
fully as if set out herein at length.

     (d) Except as provided otherwise in this agreement, the general
administration of the provisions of the Plan shall be the responsibility of the
Corporation.

     (e) The Board and any member of the Board, or the Local Pension Committees
or any member of the Local Pension Committees, shall be entitled to rely upon
the correctness of any information furnished by the Union or the Corporation.
Neither the Board nor any of its members, nor the Local Pension Committees nor
any of its members, nor the Union nor any officer or other representative of
the Union, nor the Corporation nor any officer or other representative of the
Corporation shall be liable because of any act, or failure to act, on the part
of the Board or any of its members, or the Local Pension Committees or any of
its members or any person, except that nothing herein shall be deemed to
relieve any such individual from any liability for the individual's own fraud
or bad faith.

     (f) No matter respecting the Plan as modified and supplemented by this
agreement or any difference arising thereunder shall be subject to the
grievance procedure established in the collective bargaining




                                      (11)
   22
A, Sect. 3 (f)



agreement between the Corporation and the Union, except as expressly provided
in Paragraph (46) of such collective bargaining agreement.

     (g) Credited service shall be granted an employee who is absent from work
pursuant to Paragraph 24 of the National Agreement, or on a leave of absence
under Paragraph 109 of the National Agreement if the leave was granted for the
purpose of permitting the employee to engage in the business of or to work for
the Local Union, or if the leave was granted under Paragraph 109(a) of the
National Agreement for the purpose of permitting the employee to engage in the
business of or to work for the International Union while on such leave (an
employee on leave under the National Agreement solely to permit the employee to
be Manager of the credit union sponsored by the Local Union shall be included
hereunder, but only with respect to any period while serving in such capacity
while on such leave).

     An employee eligible for credited service under this section shall be
credited with up to 40 hours for each calendar week since October 1, 1950 while
on such leave, including compensated hours, provided the employee meets the
requirements of the leave; but in no event shall the employee be credited with
more than 1700 hours, including compensated hours, in any calendar year.

SECTION 4.   EFFECT OF RETIREMENT ON EMPLOYMENT STATUS AND SENIORITY

     (a) An employee who retires or is retired under the terms of the Plan
shall cease to be an employee and shall have seniority canceled.

     (b) An employee who has been retired on a total and permanent disability
pension and who thereby has broken seniority in accordance with subsection (a)




                                       (12)
   23
                                                                  A, Sect. 4 (b)



above, but, who recovers and has such pension discontinued, shall have
seniority reinstated as though such employee had been on a sick leave of
absence during the period of such disability retirement, provided, however, if
the period of disability retirement was for a period longer than the seniority
the employee had at the date of retirement, the employee shall, upon the
discontinuance of such disability pension, be given seniority equal to the
amount of seniority at the date of such retirement.

     (c) If an employee retired for reasons other than total and permanent
disability, who has lost seniority in accordance with subsection (a) above, is
rehired, such employee will have the status of a new employee.

SECTION 5. SUPPLEMENTS

Notwithstanding any other provisions of the Plan, an employee who retires with
benefits payable commencing on or after October 1, 1993 while on an approved
leave of absence requested by the International Union to permit such employee
to engage in the business of or to work for the International Union, shall not
be prevented from receiving benefits under Section 6 of Article II of the Plan
solely because the last day worked for the Corporation was not within five
years of the date the employee's pension benefits commence.

SECTION 6. DEDUCTION OF UNION DUES

     (a) Notwithstanding any other provisions of the Plan, any retired employee
entitled to receive a pension or supplement may, pursuant to the retired
employee's written authorization and direction acceptable to the Corporation,
authorize the deduction of monthly Union dues from any monthly pension or
supplement otherwise payable and direct that such dues be remitted to the
Union.




                                      (13)
   24
A, Sect. 6 (b)



     (b) An authorization to deduct said monthly Union dues shall become
effective as of the first of the second month following the month in which the
Corporation receives such authorization from the Union, and shall remain in
full force and effect until revoked by the retired employee's written notice
given to the Corporation, except that during any period when there is not in
effect a written collective bargaining agreement or supplement thereto between
the Corporation and the Union which permits or provides for the deduction of
Union dues from monthly pension benefits payable to a retired employee, such
assignment, authorization and direction, if otherwise in effect, shall
automatically be suspended for the duration of such period only.

     (c) The Union shall indemnify and hold harmless the Corporation against
any and all liability, including reasonable attorney's fees, that may arise by
reason of the Corporation's compliance with this Section 6.

     (d) This Section 6 shall be of no force or effect during any month for
which less than one thousand such authorizations are in effect.

SECTION 7. FOUNDRY JOBS

Any job classification put into effect after September 14, 1973 at a plant
identified in Appendix B of the Plan, shall be designated by written agreement
between the parties as a foundry job if such classification (a) supersedes or
replaces a job classification previously designated as a foundry job for such
plant, and (b) becomes applicable to employees who perform substantially the
same work as had been performed by employees while on a job classification
previously designated as a foundry job for such plant.




                                      (14)
   25
                                                                      A, Sect. 8



SECTION 8. DURATION OF AGREEMENT

This agreement and Plan shall continue in effect until the termination of the
collective bargaining agreement of which this is a part.

In witness hereof, the parties hereto have caused this agreement to be executed
the day and year first above written.




                                      (15)
   26

        INTERNATIONAL                          GENERAL MOTORS
         UNION, UAW                              CORPORATION

OWEN BIEBER                                  JOHN F. SMITH, JR.
STEPHEN P. YOKICH                            WILLIAM E. HOGLUND
RICHARD MONCZKA                              GERALD A. KNECHTEL
CAL RAPSON                                   FREDERICK R. CURD, JR.
HENDERSON SLAUGHTER                          JAMES E. PRYCE
RICHARD SHOEMAKER                            BARBARA J. MAHONE
BILL APPLE                                   DEAN W. MUNGER
LEON BLACKWELL                               LARRY E. KNOX
L.E. BUNCH                                   RALPH E. HANDLEY
MIKE GRACEY                                  THOMAS E. UTTER
LARRY STEVENS                                ARTHUR R. SCHWARTZ
KARLA SWIFT                                  EDWARD V. SABISKY
TOM WEEKLEY                                  MARTINA HUND−MEJEAN
GEORGE BRODEUR                               RODERICK D. GILLUM
BILL CAPSHAW                                 DOUGLAS B. VANBROCKLIN, M.D.
BOB FARLEY                                   ROWLAND L. AUSTIN
JIM JACKSON                                  JOHN H. BERRY III
DICK JONES                                   E. PRESTON BOLDEN
RICK LYONS                                   RICHARD L. BREWER
JUDY MURPHY                                  THOMAS J. BENNETT
HERSCHEL NIX                                 KEVIN M. BUTLER
PEGGY PERSON                                 WILLIAM L. COWELL
BILL RENO                                    PRESTON M. CRABILL
WILLIE WILLIAMS                              RALPH E. DEEDS, JR.
RON BAUG                                     H. STEPHEN DOYLE
ESTHER CAMPBELL                              JOHN J. FLAHARTY
ROBERT EVANS                                 DONALD E. FRAZIER
DARWYN JONES                                 KENNETH D. GALLINGER
MARK HAWKINS                                 THOMAS A. GAWEL
DANNY LACK                                   STEVEN L. GEBBIA
KEN LAUBERT                                  ALLEN J. GREEN
DICK LONG                                    TERRY J. MCDOUGALL
BILL SCRASE                                  RONALD E. NEWTON
LEON SKUDLAREK                               DANIEL J. OSBORNE
JIM STEVENS                                  ALICE M. OSBURN
RAY ALLEN                                    RODNEY O'NEAL
PAUL ALLMAND                                 GARY N. PHELEY
TOM AMENO                                    BERNARD J. QUICK
ROGER ANCLAM                                 MICHAEL A. TAUBITZ
JEANNIE ANDERSON                             RANDY J. THAYER
JIM BEARDSLEY                                JAMES R. RHADIGAN


                                      (16)
   27


        INTERNATIONAL            GENERAL MOTORS
          UNION, UAW               CORPORATION

CHARLIE BEST                   PAUL J. SCHNOBRICK
RON BIEBER                     JEFFREY E. SMITH
BILLIE BOLLER                  RICHARD M. STIFTER
BOB BREECE                     ALAN H. STROHMAIER
JACK BROWN                     JAY C. WILBER
BENNIE BURGESS                 DONALD G. WINE
REBECCA CABREROS               GERALD J. WINTER
SCOTT CAMPBELL                 ELIZABETH M. AZONI
BUD CARROLL                    JAMES F. BALL
MIKE CAVANAUGH                 W. GARY BRYANT
JOHN CHILDERS                  MAGDALENA T. CHAVEZ
JOHN G. CLARK                  LEE M. CRAWFORD
JOHN J. CLARK                  CAROLE G. DAVEY
RUFUS COLEMAN                  KEVIN B. DUFF
JERRY COVILLE                  JEFFREY L. FELTEN
HAROLD COX                     MICHAEL S. FLIGSTEIN
SHELLEY CZEIZLER               GALE P. FRAZEE
DICK DANJIN                    CHRISTINE A. GASICIEL
M.L. DOUGLAS                   SANDRA E. GERNHART
GREG FEDAK                     JENNIE F. HART
JOHN FEDEWA                    JOHN B. HULETT III
MARK FIEDLER                   KENNETH A. HULIK
CHUCK GAYNEY                   BETTY SUE JONES
RAY GIBSON                     ANTHONY KLEMER
DAN GINGERICH                  JAMES W. LALONDE
LARRY GONTKO                   CHARLES H. MATTHEWS
MOSES GREEN                    MARK R. MCCARTHY
MIKE GRIMES                    DELORES J. MCFARLAND
LESLIE HALLIBURTON             JEAN L. ROSE
TOM HENRY                      CHARLES E. RUCKER
MOHAMMED ISA                   LARRY D. SHACK
SAM ISAAC                      MICHAEL W. TAYLOR
LARRY JOLLY                    BERNARD G. WEBER
DAVID KOEPCKE                  JANICE M. WHITEHOUSE
CHRIS MANNING                  JOSEPH D. WINGER
FAYE MCAFEE
RICK MCKIDDY
STEVE MCLIMANS
PAUL MITCHELL
CLAYTON MOLL
CARLENA MURDY




                        (17)
   28




INTERNATIONAL           GENERAL MOTORS
UNION, UAW                CORPORATION

RON MURRAY
WILBERT NEAL
DON NEWTON
TONY ORTIZ
ED PARKER
LINDA PATTON
CARL PEDERSEN
TOM RICHARDSON
TOM ROBINSON
RICHARD RUPPERT
DON SARKESIAN
JOEL SAWYER
LOU SCHULTZ
LEONARD SCHWARTZ
HAROLD SHELTON
JIM SHROAT
DARRELL SMITH
LAWRENCE SMITH
JOE SPRING
RICHARD STALINSKI
CINDY SUEMNICK
LARRY SZUMAL
KEN TERRY
JIM TITSWORTH
LIBBY TOMASKO
LULA TRICE
TOM WALSH
JIM YAKLIN
AL YELLE
ED YONAN




                    (18)
29




             EXHIBIT A−1

          THE GENERAL MOTORS
        HOURLY−RATE EMPLOYEES
             PENSION PLAN




                  1
30




     [INTENTIONALLY LEFT BLANK]




                 2
   31
                                                                      Art. I



                                   ARTICLE I
                           ESTABLISHMENT OF THE PLAN

General Motors Corporation on behalf of itself and its Divisions and as agent
for certain of its directly or indirectly wholly−owned and substantially
wholly−owned domestic subsidiaries in accordance with I.R.C. Section 414(b),
(c), and (m) will establish, subject to the approval of its Board of Directors,
a pension fund either by a trust agreement with a trustee or trustees or by
contract with an insurance company or insurance companies, or both, and with
respect thereto shall make such payments or contributions as will be sufficient
to maintain the fund on a sound actuarial basis as well as to pay expenses
incident to the operation and management of the Plan.

Except as expressly provided in Sections 6, 7, and 8 of Article II and as
provided in Article VII and Article IX, the provisions set forth in this Plan
are applicable only to employees with seniority on or after October 1, 1993.
Employees retired with benefits commencing prior to such date or separated
prior to such date, or eligible surviving spouses of such employees, shall be
entitled to the benefits, if any, under the Plan as it existed immediately
prior to such date.

Notwithstanding the paragraph immediately above, employees who retired with
benefits commencing after September 14, 1993 and prior to October 1, 1993
pursuant to the provisions of Article II of the Plan, shall be considered for
purposes of Article II herein as having retired with benefits payable
commencing on or after October 1, 1993; the surviving spouse of any employee
who died after September 14, 1993 and prior to October 1, 1993, who is
otherwise eligible for monthly benefits under the Plan, shall be considered
entitled to monthly benefits pursuant to Section 5 of Article II herein; and
any such employees shall be


                                      3
   32
Art. I



considered eligible for credited service under Article III herein.


                                   ARTICLE II
                           ELIGIBILITY FOR RETIREMENT
                             AND AMOUNT OF PENSIONS

SECTION 1.   NORMAL RETIREMENT

Any employee who shall have attained the age of 65, shall have completed one or
more years of credited service as provided in Article III and shall cease
active service, shall be entitled to receive a pension.

SECTION 2. EARLY RETIREMENT

           (a) (1) An employee who has attained age 60 but not age 65, and who
has 10 or more years of credited service, may retire at the option of the
employee.

                 (2) An employee who has attained age 55 but not age 60, and
whose combined years of age and years of credited service (to the nearest 1/12
in each case) shall total 85 or more, may retire at the option of the employee.

                 (3) An employee who has 30 or more years of credited service
may retire at the option of the employee.

           (b) an employee who has attained age 55 (age 50 for an employee who
is laid off on or after october 1, 1984 as a result of a plant closing where no
other general motors plants are in the same geographical area) but not age 65
and who has 10 or more years of credited service may be retired under mutually
satisfactory conditions as set forth hereinafter in the standards applicable to
such retirement.



                                       4
   33
                                                                     Art. II, 3




SECTION 3. TOTAL AND PERMANENT DISABILITY RETIREMENT

     (a) An employee who is totally and permanently disabled prior to attaining
age 65, and has at least 10 years of credited service, shall be eligible for a
disability pension as hereinafter provided.

     (b) An employee shall be deemed to be totally and permanently disabled
only if the employee is not engaged in regular employment or occupation for
remuneration or profit and on the basis of medical evidence satisfactory to the
Corporation the employee is found to be wholly and permanently prevented from
engaging in regular employment or occupation with the Corporation at the plant
or plants where the employee has seniority for remuneration or profit as a
result of bodily injury or disease, either occupational or nonoccupational in
cause, but excluding disabilities resulting from service in the armed forces of
any country unless the employee becomes totally and permanently disabled after
accumulating at least 5 years of seniority following separation from service in
the armed forces.

     (c) Any disability pensioner may be required to submit to medical
examination at any time during retirement prior to age 65, but not more often
than semi−annually, to determine whether the pensioner is eligible for
continuance of the disability pension. If on the basis of such examination it
is found that the pensioner is no longer disabled or if the pensioner engages
in gainful employment, except for purposes of rehabilitation as determined by
the Corporation, the pensioner will be deemed recovered and such disability
pension will cease. In the event the disability pensioner refuses to submit to
medical examination the pension will be discontinued until the pensioner is
examined.


                                      5
   34
Art. II, 4




SECTION 4.   AMOUNT OF PENSIONS

     (a) (1) The monthly pension payable to an employee retired pursuant to the
provisions of Sections 1, 2, or 3 of this Article II with benefits payable
commencing on or after October 1, 1993 shall be a basic benefit for each year
of credited service that the employee had at the date of retirement, determined
by the applicable Benefit Class Code and based on the month for which payment
is being made as set forth in the table immediately following:



                                   Basic Benefit Rate Per Year
                                       of Credited Service
                                   For Months Commencing
 Retirement With    Benefit    10−1−93      10−1−94    10−1−95
Benefits Payable     Class     through      through      and
  Commencing          Code      9−1−94       9−1−95      After
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                                    $           $          $
                                    −           −          −
OCTOBER 1, 1993        A          32.50       33.50      34.70
and After              B          32.75       33.75      34.95
                       C          33.00       34.00      35.20
                       D          33.25       34.25      35.45



         (2) The monthly pension benefit payable to an employee who retires at
the employee's option at a date selected by the employee shall be multiplied by
a percentage as set forth in the following table:



                                          6
   35
                                                               Art. II, 4(a)(2)




    Age When
Pension Commences                   Percentage*
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

        42                             21.0%
        43                             22.6
        44                             24.3
        45                             26.1
        46                             28.2
        47                             30.4
        48                             32.8
        49                             35.4
        50                             38.3
        51                             41.5
        52                             45.0
        53                             48.9
        54                             53.2
        55                             57.9
        56                             63.5
        57                             69.4
        58                             75.2
        59                             80.8
        60                             86.7
        61                             93.3
        62 or over                    100.0



*Prorated for intermediate ages computed on the basis of the number of complete
calendar months by which the employee is under the age attained at the
employee's next birthday.

          If an employee:

         (i) with 30 or more years of credited service retires at the
employee's option, or

         (ii) whose combined years of age and years of credited service (to the
nearest 1/12 in each case) shall total 85 or more retires at the employee's
option,

the monthly basic benefits otherwise payable to such employee after age 62 and
one month shall be redetermined without any such reduction.


                                       7
   36
Art. II, 4(a)(3)



         (3) The basic benefit payable in any month will not be reduced below
an amount which results in the early retirement supplement paid to a
participant in such month, under Article II, Section 6(a)(1), exceeding the old
age insurance benefits, unreduced on account of age, payable under Title II of
the Social Security Act, as amended.

     (b) A temporary benefit for each year of credited service up to 30 shall
be payable in addition to the monthly basic pension payable to an employee
retired under mutually satisfactory conditions, or totally and permanently
disabled pursuant to Section 2(b) or Section 3 above, as set forth in the table
immediately following:



                               Monthly Temporary
                                Benefit Amount
 Retirees With            Per Year of
Benefits Payable           Credited
  Commencing               Service         Maximum
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

October 1, 1993             $              $
Through
September 1, 1994         31.00          930.00

October 1, 1994
through                   31.95          958.50
September 1, 1995

October 1, 1995
and After                 33.10          993.00


                                   8
   37
                                                                   Art. II, 4(c)



     (c) The monthly temporary benefit determined in (b) above shall be payable
until age 62 and one month, or until the age at which the employee becomes or
could have become eligible for a Federal Social Security benefit for disability
or an unreduced Federal Social Security benefit for age. At such age the
temporary benefit shall cease to be payable.

     (d) An employee who is discharged for cause after such employee is
eligible to retire at the employee's option under Section 2(a) of this Article
II shall be entitled to the benefits provided under Section 4(a) of this
Article II.

     (e) The amount of any monthly pension benefit otherwise payable to the
employee at retirement, or earlier commencement, will be reduced by the value
of any past and future benefits paid or payable to any alternate payee(s) under
a Qualified Domestic Relations Order within the meaning of I.R.C. Section
414(p).

     The actuarial value will be used to determine any amount to be paid to any
such payee(s), if applicable, and the remaining benefit entitlement of the
employee.

SECTION 5.   PENSION BENEFITS TO EMPLOYEE'S SURVIVING SPOUSE

     (a) In lieu of the monthly basic benefit otherwise payable, an employee
who retires or is retired pursuant to the normal, early or total and permanent
disability retirement provisions of this Article II, or who breaks seniority
and is eligible for a deferred pension pursuant to the provisions of Section 2
of Article VII hereof, shall be deemed to have elected automatically a reduced
amount of monthly basic benefit to provide that, if the designated spouse shall
be living at the employee's death after such election shall have become
effective, a survivor benefit shall immediately be payable to such spouse
commencing on the first of the month following the employee's death and such
survivor


                                       9
   38
Art. II, 5(a)



benefit shall be payable during the spouse's further lifetime. In the event
such spouse predeceases such employee, or they are divorced by court decree and
a Qualified Domestic Relations Order within the meaning of I.R.C. Section
414(p) does not provide to the contrary, such employee may cancel the survivor
benefit election and have the monthly basic pension benefit restored to the
amount payable without such election, effective the first day of the third
month (for cancellations on and after January 1, 1994, due to the death of the
designated spouse, restoration of the monthly basic pension benefit will be
effective the first day of the month) following the month in which the
Corporation receives (i) evidence satisfactory to the Corporation of the
spouse's death, or (ii) such employee's written revocation of the election
because of divorce, on a form approved by the Corporation and accompanied by
evidence satisfactory to the Corporation of a final decree of divorce.

     The automatic election provided in this subsection (a) shall become
effective on the later of (i) the commencement date of the employee's monthly
pension benefit, (ii) the first day of the month following the month in which
the employee attains age 55 (except that this item (ii) shall not apply to an
employee with 30 or more years of credited service or to an employee who
retires with benefits payable prior to age 55 pursuant to Section 2(b) of this
Article II), or (iii) the first day of the month following the month in which
the employee has been married one year if married when the election would
otherwise become effective but such marriage has been in effect less than one
year at that date.

     An employee may prevent the automatic election provided in this subsection
(a) during the 90−day period prior to the effective date of such automatic
election by executing a specific written rejection of such election, which
includes the written consent of the


                                      10
   39
                                                                   Art. II, 5(a)



employee's spouse witnessed by the plan representative or a notary public, on a
form approved by the Corporation and filing it with the Corporation.

     Information regarding this coverage is included in the summary plan
description, which will be provided to each employee. Within a reasonable
period prior to the annuity starting date, each participant shall be provided a
written explanation of: (i) the terms and conditions of the surviving spouse
coverage; (ii) the participant's right to make and the effect of an election to
waive the surviving spouse coverage; (iii) the rights of the participant's
spouse; and (iv) the right to make and the effect of revocation of a previous
selection to waive the surviving spouse coverage.

     (b) The beneficiary of a survivor benefit election shall be only the
person who is the employee's spouse at such time and who has been such spouse
for at least one year immediately prior to the effective date of such election.

     (c) A survivor benefit election shall be revoked automatically upon the
death of the employee or the designated spouse, or both, prior to the effective
date of the election.

     (d) A survivor benefit election shall be irrevocable at and after its
effective date if the employee and the designated spouse shall be living at
such date, except as otherwise provided in Section 5(a) of this Article II.

     (e) For an employee who makes a survivor benefit election or who is deemed
to have made such election under this Section 5, the reduced amount of the
monthly basic benefit referred to in (a) above shall be equal to an amount
determined by multiplying the monthly basic benefit otherwise payable to the
employee by 95% if the employee's age and the eligible spouse's age are the
same; except that, in the case of an employee whose basic benefits are subject
to


                                      11
   40
Art. II, 5(e)



redetermination at age 62 and one month the amount of reduction in the monthly
basic benefit before such age for the survivor benefit election shall be based
on the monthly basic benefit payable to such employee after age 62 and one
month. Such percentage shall be increased by one−half of one percent (1/2%)
(up to a maximum of 100%) for each 12 months in excess of five (5) years that
the spouse's age exceeds the employee's age and shall be decreased by one−half
of one percent (1/2%) for each 12 months in excess of five (5) years that the
spouse's age is less than the employee's age.

     (f) The survivor benefit payable to the surviving spouse of a retired
employee who has completed an election or who is deemed to have made an
election under this Section 5, and who dies after such election becomes
effective, shall be a monthly benefit for the further lifetime of such
surviving spouse equal to 60% of the reduced amount of such employee's monthly
basic benefit as determined in (e) above; except that the survivor benefit
payable to the surviving spouse of an employee whose basic benefits are subject
to redetermination at age 62 and one month pursuant to Section 4(a) of this
Article II, shall be based on the monthly basic benefit payable to such
employee after age 62 and one month.

     (g) The surviving spouse of an employee

         (i) who dies on or after attaining age 65, or on or after attaining
age 55 and after the employee is eligible to retire at the employee's option
under Section 2(a)(1) or 2(a)(2) of this Article II, or at any age with 30 or
more years of credited service, but before the first day of the month following
the date on which the employee retires or before the commencement date of the
employee's monthly pension in the case of an employee who retires and defers
the receipt of the monthly pension, and



                                      12
   41
                                                              Art. II, 5(g)(ii)



         (ii) who, if the employee had retired at the date of death, would have
been eligible for the election under subsection (a) of this Section 5,

     shall immediately be entitled to a monthly benefit during the spouse's
lifetime, terminating with the last monthly payment before the spouse's death.
The monthly benefit payable to the surviving spouse shall be the amount such
spouse would have been entitled to receive under subsection (f) of this Section
5, if the employee had retired on the date of death under Sections 1, 2(a)(1),
2(a)(2) or 2(a)(3), whichever is applicable, of this Article II with benefits
commencing the first of the following month and had effectively made the
election under subsection (a) of this Section 5.

     (h) The death of an otherwise eligible employee who has retired under
Section 3 of this Article II, occurring on or after attaining age 55, but
before the first day of the month following the date of death, shall not
disqualify an otherwise eligible surviving spouse from receiving a benefit
hereunder.

SECTION 6.   SUPPLEMENTS

     (a) An employee who retires under Section 2 (other than an employee
referred to in Section 4(d) of this Article II, unless the Corporation or an
Impartial Umpire under an applicable collective bargaining agreement determines
the discharge should not result in the employee being ineligible for benefits
under this Section 6), or Section 3 of this Article II, and who files an
application for a pension within five years of the last day worked for the
Corporation and who agrees to restrict participation in the work force before
age 62 and one month as provided in (e) below will receive, in addition to the
pension, certain supplements as set forth below:

         (1) If the employee retires under Section 2 or Section 3 of this
Article II with 30 or more years of




                                      13
   42
Art. II, 6(a)(1)



credited service at the date of retirement, such employee shall be entitled to
a monthly early retirement supplement until age 62 and one month in an amount
which when added to the monthly pension under this Plan will equal the amount
of total monthly benefit provided in the table set forth below, subject to
subsequent provisions of this Section 6:



                            Total Monthly Benefit Rate
                            For Determining Monthly
                          Early Retirement Supplement
                         Prior to Age 62 and One Month
                               For Retirements With
                                 30 or More Years
                               of Credited Service
  Retirement        10−1−93          10−1−94          10−1−95
With Benefits       through          through            and
  Payable            9−1−94           9−1−95            After
Commencing
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

October 1,            $                 $                $
   1993
and After           1,900             1,960            2,030



         (2) If the employee retires at the employee's option after attaining
age 55 with benefits payable commencing on or after October 1, 1993 with less
than 30 years of credited service, such employee shall be entitled to a monthly
interim supplement until the attainment of age 62 and one month equal to the
amount provided immediately below for each year of credited service that such
employee had at the date of retirement, subject to the provisions of (b), (e)
and (g) of this Section 6:



                                      14
     43
                                                              Art. II, 6(a)(2)



                                Monthly Amount* and Effective Date
                                      of Interim Supplement
                              Payable Prior to Age 62 and One Month
                                 for Each Year of Credited Service
                                  Retired With Benefits Payable
                                    Commencing on or After
                                       October 1, 1993
Age at                  10−1−93            10−1−94         10−1−95
Retirement              through            through           and
                         9−1−94            9−1−95           After
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−


                            $                 $              $

55                        13.65             14.05          14.55
56                        16.05             16.55          17.15
57                        19.45             20.05          20.80
58                        22.80             23.50          24.35
59                        25.50             26.25          27.20
60                        29.45             30.35          31.45
61                        29.45             30.35          31.45



*Prorated for intermediate ages computed on the basis of the number of
complete calendar months by which the employee is under the age attained at
the employee's next birthday.

     (b) The early retirement supplement under provision (a)(1) of this Section
6 for an employee who retires at the employee's option shall be calculated
assuming that the basic pension commences immediately after retirement, and
such early retirement supplement and the interim supplement under provision
(a)(2) of this Section 6 shall be reduced for any month prior to age 62 and one
month, for which the employee becomes or could have become eligible for a
Federal Social Security benefit, by an amount equal to the amount of the
temporary benefit to which the employee would have been entitled if retired
under Section 2(b) of this Article II.


                                      15
   44
Art. II, 6(c)



     (c) The early retirement supplement under provision (a)(1) of this Section
6 for an employee who retires under Section 2(b) or Section 3 of this Article
II shall be calculated on the assumption that the employee will receive a
temporary benefit until age 62 and one month, even if such temporary benefit is
not received by the employee until such age because of entitlement to Social
Security Benefits.

     (d) The early retirement supplement under provision (a)(1) of this Section
6 for an employee who does not prevent the automatic election of the surviving
spouse coverage provided under Section 5 of this Article II shall be calculated
on the basis of the monthly pension the employee would have received if the
employee had prevented such automatic election.

     (e) Any of the supplements to which an employee is entitled shall commence
on the first day of the month following the date on which the employee retires
and shall be payable monthly thereafter until and including the first day of
the month in which the employee (1) dies, (2) has the pension cease for any
other reason, (3) is reemployed by the Corporation, or (4) attains age 62 and
one month, whichever occurs first. However, if an employee entitled to receive
a supplement has earnings after retirement in excess of the following annual
earnings limitation in any calendar year before the attainment of age 62 and
one month, such earnings being defined for this purpose as the type counted for
the earnings test under the Federal Social Security Act or the corresponding
type in any future Federal legislation amending, superseding, supplementing or
incorporating the Federal Social Security Act, a penalty equal to double the
amount by which such earnings exceed the amount permitted shall be charged
against each succeeding monthly supplement which the employee would otherwise
be entitled to receive until the full amount of such penalty



                                      16
   45
                                                                 Art. II, 6(e)



is satisfied, it being understood that penalties and charges herein shall be
cumulative if appropriate:




                                      Annual Earnings Limitation
Calendar Year                                   Amount
− −−−−−−−−−−−−−                         −−−−−−−−−−−−−−−−−−−−−−−−−−

                                                  $
   1993                                        15,000
   1994                                        15,500
   1995                                        15,500
   1996                                        15,500



     An employee receiving a monthly early retirement supplement or interim
supplement may be required to certify whether such employee's annual earnings
have been in excess of the permitted amount and to furnish verification of the
amount of such earnings. Unless repaid by the employee in a lump sum, any
overpayments of a supplement made after an employee incurred a penalty because
of excess earnings in accordance with the preceding paragraph shall be deducted
from future monthly benefits payable to the employee under this Pension Plan.

     The annual earnings limitation provisions of this subsection (e) shall not
be applicable to any mutually satisfactory retirement with benefits payable
commencing on or after October 1, 1993 and prior to September 14, 1996.

     (f) If a retired employee has been receiving a pension under Section 3 of
this Article II and has been receiving a supplement and, on the basis of
medical evidence satisfactory to the Corporation, it is found that such
employee is no longer totally and permanently disabled and seniority is
restored, or if such employee is reemployed by the Corporation, such employee
shall not thereby forfeit any right thereafter to receive a supplement if such
employee thereafter retires under this Pension Plan.


                                      17
   46
Art. II, 6(g)


     (g) If the total of the employee's monthly pension under this Pension Plan
and the monthly early retirement supplement or interim supplement receivable as
computed above would exceed 70% of the employee's final base pay, such monthly
supplement (but not the monthly pension) shall be reduced to the extent
required so that such monthly pension plus the supplement will equal 70% of the
employee's final base pay. For this purpose, an employee's final base pay
shall mean 173 1/3 times the employee's Base Hourly Rate as defined in Article
X.

SECTION 7.   SPECIAL BENEFIT

     (a) A retired employee, or a surviving spouse, (i) age 65 or older, or
(ii) under age 65 and enrolled in the voluntary "Medicare" coverage that is
available under the Federal Social Security Act by making contributions (in
either case excluding the spouse of a former employee who received a deferred
vested pension benefit under Article VII of the Plan), who is receiving a
monthly benefit under Article II of the Plan which commenced prior to October
1, 1979, subject to (d) below, shall receive a monthly special benefit equal to
the lesser of the generally applicable "Medicare" Part B premium in effect as
of the dates below, or:

         (i) $38.50 for months commencing on or after January 1, 1993,

         (ii) $41.10 for months commencing on or after January 1, 1994,

         (iii) $46.10 for months commencing on or after January 1, 1995,

         (iv) $51.60 for months commencing on or after January 1, 1996.

     (b) In no event shall such payment commence prior to the first day of the
month following the earlier of (i) the month during which age 65 is attained,
or (ii) for


                                      18
   47
                                                                   Art. II, 7(b)



enrollments effective prior to October 1, 1993 receipt by the Corporation of
application on a form provided for this purpose from an otherwise eligible
individual under age 65; except that, with respect to an otherwise eligible
individual under age 65, payment shall commence with the first month of such
enrollment, but in no event prior to October 1, 1979.

     (c) Not more than one such payment shall be made to any individual for any
one month. No such payment shall be made to any individual under age 65 for
any month such individual is not enrolled for such voluntary "Medicare"
coverage. No such payment shall be made under this Plan to any individual who
retires with benefits payable commencing on or after October 1, 1979.

     (d) The special benefit payable to an individual who is not enrolled in
"Medicare" Part B as of October 1, 1990, but who was receiving a special
benefit, is limited to $28.00 per month. Such an individual will become
entitled to the schedule of payments in subsection (a) above, upon proof of
enrollment in "Medicare" Part B. Thereafter, continued receipt of a special
benefit will be contingent on maintenance of "Medicare" Part B enrollment.

     (e) For an individual enrolled in "Medicare"
Part B as of October 1, 1990, or who first becomes eligible for "Medicare" Part
B on or after October 1, 1990, receipt of a special benefit on and after
January 1, 1991 is contingent upon continued enrollment in "Medicare" Part B.

SECTION 8.   BENEFITS FOR EMPLOYEES WHO RETIRED WITH BENEFITS PAYABLE
             COMMENCING PRIOR TO OCTOBER 1, 1993

An employee who retired under Article II of the Plan with benefits payable
commencing prior to October 1, 1993, or the eligible surviving spouse of such
an employee, shall be entitled to the benefits, if any,


                                      19
   48
Art. II, 8



under the Plan as it existed immediately prior to such date, except that

     (a) (1) Benefits payable to such retired employees or surviving spouses
shall be increased to the extent necessary to provide monthly benefits equal to
the benefits which would have been payable had the basic pension benefits
payable to the employee after age 65 been based on the following table:




                                                       Basic Benefit Rate
                                                           Per Year of
                                                        Credited Service
  Retirement                                                For Months
 With Benefits                       Benefit                Commencing
    Payable                           Class               October 1, 1993
   Commencing                          Code                  and After
 −−−−−−−−−−−−−                       −−−−−−−−             −−−−−−−−−−−−−−−

Prior to                                                          $
October 1, 1979                         N/A                     21.00*

October 1, 1979                            A                    22.25
through                                    B                    22.50
September 1, 1980                          C                    22.75
                                           D                    23.00

October 1, 1980                            A                    22.35
through                                    B                    22.60
September 1, 1981                          C                    22.85
                                           D                    23.10

October 1, 1981                            A                    22.45
through                                    B                    22.70
September 1, 1984                          C                    22.95
                                           D                    23.20

October 1, 1984                            A                    25.10
through                                    B                    25.35
September 1, 1985                          C                    25.60
                                           D                    25.85

October 1, 1985                            A                    25.20
through                                    B                    25.45
September 1, 1986                          C                    25.70
                                           D                    25.95

October 1, 1986                            A                    25.30
through                                    B                    25.55
September 1, 1987                          C                    25.80
                                           D                    26.05




*Including, if applicable, $1.00 waived for election of a special survivor
 option.

                            (Continued On Next Page)



                                      20
   49
                                                               Art. II, 8(a)(1)



                        (Continued From Preceding Page)



                                                       Basic Benefit Rate
                                                           Per Year of
                                                        Credited Service
  Retirement                                                For Months
 With Benefits                       Benefit                Commencing
    Payable                           Class               October 1, 1993
   Commencing                          Code                  and After
 −−−−−−−−−−−−−                       −−−−−−−−             −−−−−−−−−−−−−−−

                                                                  $
October 1, 1987                            A                    28.30
through                                    B                    28.55
September 1, 1988                          C                    28.80
                                           D                    29.05

October 1, 1988                            A                    28.40
through                                    B                    28.65
September 1, 1989                          C                    28.90
                                           D                    29.15

October 1, 1989                            A                    28.50
through                                    B                    28.75
September 1, 1990                          C                    29.00
                                           D                    29.25

October 1, 1990                            A                    31.70
and prior to                               B                    31.95
October 1, 1993                            C                    32.20
                                           D                    32.45




     (2) Benefits payable to employees retired on and after October 1, 1973,
shall be based on the Benefit Class Code applicable to the employee, determined
as though the maximum base hourly rate of the employee's job classification had
included the amount of any wage inequity adjustment made applicable to such job
classification on or after September 14, 1973, and prior to the employee's loss
of seniority.




                                      21
   50
          (3) If an employee whose monthly basic benefit otherwise would have
been redetermined at age 62 attains age 62 on or after March 1, 1982, such
redetermination shall be effective at age 62 and one month.

        (b) Any temporary benefits payable to such retired employees until age
65 if retired with benefits payable commencing before March 1, 1974, or age 62
if retired with benefits payable commencing on or after March 1, 1974 or age 62
and one month for a retired employee who attains age 62 on or after March 1,
1982, or in any case, if earlier, until the age at which the employee becomes
or could have become eligible for a Federal Social Security benefit for
disability or an unreduced Federal Social Security benefit for age shall be
increased to the extent necessary to provide monthly temporary benefits equal
to the temporary benefits which would have been payable had the temporary
benefits payable to the employee prior to such age 65 (or age 62 or age 62 and
one month) or earlier age been based on the following:


                                      22
   51
                                                                   Art. II, 8(b)




  Retires With                 Monthly Temporary Benefit Amount*
Benefits Payable             Per Year of
  Commencing              Credited Service             Maximum
− −−−−−−−−−−−−−−−−          −−−−−−−−−−−−−−−−             −−−−−−−

                                  $                        $
Prior to
September 1, 1964               12.50                   325.00

Setember 1, 1964
and prior to
October 1, 1967                 13.00                   325.00

October 1, 1967
and prior to
October 1, 1970                 13.25                   331.25

October 1, 1970
and prior to
March 1, 1974                   13.75                   343.75

March 1, 1974
and prior to
October 1, 1976                 14.75                   368.75

October 1, 1976
and prior to
October 1, 1978                 15.25                   381.25

October 1, 1978
and prior to
October 1, 1979                 16.25                   406.25

October 1, 1979
and prior to
October 1, 1980                 17.25                   431.25

October 1, 1980
and prior to
October 1, 1981                 18.25                   456.25

October 1, 1981
and prior to
January 1, 1983                 19.25                   481.25




* Benefit payable for months commencing October 1, 1993.

                            (Continued On Next Page)


                                        23
   52
Art. II, 8(b)



                        (Continued From Preceding Page)




  Retires With                        Monthly Temporary Benefit Amount*
 Benefits Payable                  Per Year of
   Commencing                    Credited Service             Maximum
 −−−−−−−−−−−−−−−−                −−−−−−−−−−−−−−−−             −−−−−−−

January 1, 1983                            $                     $
and prior to
October 1, 1985                        19.25                   577.50

October 1, 1985
and prior to
October 1, 1986                        20.25                   607.50

October 1, 1986
and prior to
October 1, 1987                        21.25                   637.50

October 1, 1987
and prior to
October 1, 1988                        21.45                   643.50

October 1, 1988
and prior to
October 1, 1989                        22.55                  676.50

October 1, 1989
and prior to
October 1, 1990                        23.65                  709.50

October 1, 1990
and prior to
October 1, 1991                        26.00                   780.00

October 1, 1991
and prior to
October 1, 1992                        28.20                   846.00

October 1, 1992
and prior to
October 1, 1993                        30.30                   909.00




* Benefit payable for months commencing October 1, 1993.



                                      24
   53
                                                              Art. II, 8(c)(1)



     (c) (1) An employee who retired under Article II of this Plan with 30 or
more years of credited service who is receiving a monthly supplement which
commenced prior to October 1, 1993 shall receive an increase to such monthly
supplement as follows:




                                                 Amount of Increase*
                                      Payable to                Payable Between
Effective Date                          Age 62                    Ages 62 and
 of Increase                         and One Month                One Month−64
− −−−−−−−−−−−−−−                       −−−−−−−−−−−−−              −−−−−−−−−−−−−−−−

                                             $                         $
October 1, 1993                            60.00                     30.00




     The amount of any monthly supplement payable to an employee who retired
under Article II of the Plan with benefits commencing prior to October 1, 1993
shall be redetermined to the amount of supplement which would have been payable
had the applicable benefit rates set forth in this Section 8 been in effect
when such employee's benefits commenced. If such retired employee is entitled
as of October 1, 1993 to receive Social Security benefits, and became so
entitled before October 1, 1993, any increase in the rate of temporary pension
provided in provision (b) of this Section 8 shall not be considered in
redetermining the supplement until the retired employee ceases to be so
entitled.

         (2) An employee who retired under Article II of this Plan at the
employee's option after attaining age 55 with less than 30 years of credited
service who is receiving an interim supplement which commenced prior to October
1, 1993 shall receive, for months commencing on and after October 1, 1993, an
increase to such interim supplement, as follows:



                                      25
   54
Art. II, 8(c)(2)




  Age at                 Monthly Increase Per Year
Retirement                  of Credited Service
− −−−−−−−−−−               −−−−−−−−−−−−−−−−−−−−−−−−−

                                     $

   55                              0.45
   56                              0.50
   57                              0.65
   58                              0.75
   59                              0.80
   60                              0.95
   61                              0.95




      (d) The survivor benefit payable to the surviving spouse of a retired
employee who has completed an election of a special survivor option and who
dies after such election becomes effective, shall be a monthly benefit for the
further lifetime of such surviving spouse equal to $9.55 for each year of
credited service that such retired employee had at the date of retirement, with
respect to benefits payable for any month commencing on or after October 1,
1993.

     (e) An employee who retired under Article II of the Plan, or who is
eligible for a deferred pension pursuant to the provisions of Section 2 of
Article VII of the Plan, and who has surviving spouse coverage in effect but
whose designated spouse predeceases the employee, may have the monthly basic
pension benefit restored to the amount payable without such coverage, effective
the first day of the third month (for restorations on and after January 1,
1994, restoration of the monthly basic pension benefit will be effective the
first day of the month) following the month in which the Corporation receives
evidence satisfactory to the Corporation of the spouse's death.

     (f) In lieu of receiving a reduced amount of any increase in benefits
otherwise payable under this


                                      26
   55
                                                                   Art. II, 8(f)



Section 8 on or after April 1, 1971 in order to provide an increase in the
amount of survivor benefit otherwise payable, an employee who retired under
Article II of the Plan with benefits payable commencing prior to November 23,
1970, who is divorced by court decree, and for whom the terms of a Qualified
Domestic Relations Order within the meaning of I.R.C. Section 414(p) do not
expressly prohibit cancellation of the survivor annuity, from the employee's
designated spouse for whom survivor benefit coverage is in effect, may elect to
receive the full amount of such increase. To make such election the employee
must complete a form approved by the Corporation and file it with the
Corporation, accompanied by evidence satisfactory to the Corporation of a final
decree of divorce, in which case such election shall become effective with
respect to benefits falling due for months commencing on the first day of the
third month following the month in which the Corporation receives such
completed election form and final decree of divorce.

     (g) An employee who retired or retires under Article II of the Plan with
benefits payable commencing on or after January 1, 1962, who marries, or
remarries, subsequent to the earliest date survivor benefit coverage was in
effect, or was not in effect on such date solely because the retired employee
was not then married, may elect, or re−elect, survivor benefit coverage. Any
such coverage, and the benefits thereunder, shall be provided under the terms
and conditions of the Plan in effect at the time of the employee's retirement.
Such coverage shall become effective on the first day of the third month
following the month in which the Corporation receives a completed election
form, but in no event before the first day of the month following the month in
which the retired employee has been married one year.

     No election provided hereunder shall become effective under any
circumstance for any retired



                                      27
   56
Art. II, 8(g)



employee whose completed election form is received by the Corporation after the
first day of the month in which the retired employee has been married one year.

     This subsection (g) also shall be applicable to an employee retired with
benefits payable commencing on or after October 1, 1993.

     (h) Monthly benefits payable under this Section 8 on and after October 1,
1993 shall not be limited by the 70% benefit limitation in Section 6(g) of this
Article II.

     (i) The monthly amount of any lifetime supplement payable to an employee
retired with benefits payable commencing on or after March 1, 1974 with 30 or
more years of credited service shall be $35.00.

     (j) The monthly amount of any age−service supplement payable to an
employee retired with benefits payable commencing on or after March 1, 1974
with less than 30 years of credited service but after attaining age 62 and one
month shall be $1 for each year of credited service reduced by 1/36th for each
complete calendar month that the employee is under age 65 at the date of
retirement.

SECTION 9.    EMPLOYEES NOT ACTIVELY AT WORK

The absence of an employee from active work at the time such employee would be
eligible to retire under the Plan shall not preclude the employee's retirement
without return to active work.

SECTION 10.   JOINT AND SURVIVOR COVERAGE

     (a) In lieu of the monthly basic benefit otherwise payable, an employee
who retires pursuant to the provisions of Section 3 of this Article II who is
under age 55 and has less than 30 years of credited service shall be deemed to
have elected automatically a reduced



                                       28
   57
                                                                    Art. II, 10(a)



amount of monthly basic benefit, up to and including the month in which the
retired employee dies or attains age 55, whichever occurs first, and a monthly
survivor's benefit, beginning on the first day of the month after the retired
employee would have reached age 55 shall be payable to the designated spouse
during the further lifetime of the spouse.

     (b) This automatic election shall be deemed to have been made at the time
the employee shall apply or shall have applied for a disability pension benefit
(with the election being effective the first day of the month for which the
first benefit under the Plan is payable).

     (c) The automatic   election provided in this Section 10 shall be applicable
only with respect to a   spouse to whom the employee is married on the date of
such election and only   if the retired employee and the spouse shall have been
married throughout the   one−year period ending on the date of the retired
employee's death.

     (d) An employee may prevent the automatic election provided in this
Section 10 during the 90−day period prior to the effective date as set forth in
subsection (b) of this Section 10, by specific written rejection which includes
the written consent of the spouse witnessed by the plan representative or a
notary public on a form approved by the Corporation.

     (e) In any event, the election shall automatically be canceled:

     (i) if the employee's disability retirement status terminates other than
by death prior to the first day of the month after the retired employee attains
age 55, or

     (ii) if the retired employee survives on a disability retirement status
until the first day of the month after the attainment of age 55, at which time
the coverage described in Section 5 of this Article II becomes applicable.


                                        29
   58
Art. II, 10(f)



     (f) The amount of the monthly basic benefit payable to an employee deemed
to have made the election provided hereunder shall be determined by reducing
actuarially the amount of such benefit for the cost of the survivor benefit
payable in the event of the retired employee's death before the first of the
month following the attainment of age 55. The actuarial reduction shall be
based on the age of the retired employee and the spouse (the age of each being
determined as their age at the birthday nearer the date on which the benefits
commence) and shall reflect the higher mortality associated with being
disabled. Reduction factors at selected ages for disability survivor coverage
before age 55 are set forth in the following table:



                             Age Difference Between
                          Disabled Employee and Spouse

 Age of                            Spouse Is:
Employee
 When            10        5                5     10
 Benefits      Years      Years    Same   Years Years
Commence      Younger    Younger    Age   Older Older
− −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                   %         %       %       %      %

30                8.6       8.1     7.5     6.7    5.9
35               10.4       9.9     9.2     8.3    7.2
40               12.5      11.8    11.0    10.0    8.8
45               14.3      13.5    12.7    11.6   10.3
50               13.9      13.2    12.4    11.4   10.2
51               13.1      12.5    11.7    10.8    9.7
52               10.4       9.9     9.3     8.6    7.7
53                3.4       3.2     3.0     2.8    2.5
54                3.4       3.3     3.1     2.8    2.5




NOTE:    Actuarial reduction factors for ages not shown will be calculated on
         the same basis as the factors shown.



                                      30
   59
                                                                 Art. II, 10(g)



     (g) The amount of the monthly benefit payable to the surviving spouse of a
retired employee deemed to have made the election specified hereunder shall be
50% of the amount of the monthly basic benefit payable to the retired employee
after the reduction provided in subsection (f) of this Section 10.

     (h) Anything in the Plan to the contrary notwithstanding, if the
designated spouse of a retired employee deemed to have made the election
provided hereunder shall predecease such retired employee, or they are divorced
by court decree and a Qualified Domestic Relations Order within the meaning of
I.R.C. Section 414(p) does not provide to the contrary, the monthly basic
benefit of such retired employee shall be restored to the amount payable
without such election, effective the first day of the third month (for
restorations on and after January 1, 1994, due to the death of the designated
spouse, restoration of the monthly basic pension benefit will be effective the
first day of the month) following the month in which the Corporation receives
evidence satisfactory to the Corporation of the spouse's death or divorce.

      (i) No benefit shall be payable under this Section 10 for any month for
which benefits are payable under Article II, Section 5(h) or Section 11 of this
Plan.

     (j) Information regarding this coverage is included in the summary plan
description, which will be provided to each employee. Within a reasonable
period prior to the annuity starting date, each participant shall be provided a
written explanation of: (i) the terms and conditions of the surviving spouse
coverage; (ii) the participant's right to make and the effect of an election to
waive the surviving spouse coverage; (iii) the rights of the participant's
spouse; and (iv) the right to make and the effect of a revocation of a previous
selection to waive the surviving spouse coverage.



                                      31
   60
Art. II, 11



SECTION 11. PRE−RETIREMENT SURVIVOR COVERAGE TO COMPLY WITH THE RETIREMENT
            EQUITY ACT OF 1984

     (a) An employee who:

         (i) has either 5 or more years of credited service, or 5 years of
"service" as provided under Article III, Section 6, or

         (ii) breaks seniority on or after October 1, 1993 and who is eligible
for a deferred pension under Article VII, Section 2,

     and in either case is not eligible for the survivor benefit coverage
provided under Section 5 of this Article II, shall have the pre−retirement
survivor coverage described herein.

     Such coverage shall remain in full force and effect until the date on
which the employee or former employee becomes eligible for the survivor benefit
coverage provided under Article II, Section 5, at which time the pre−retirement
survivor coverage described herein shall cease to be effective.

     In the event the employee or former employee predeceases the designated
spouse while the pre−retirement survivor coverage provided hereunder is in
effect, the designated spouse shall be eligible, during the further lifetime of
such spouse, for a monthly benefit commencing on the first of the month
following the month in which the employee or former employee would have become
eligible to retire at the option of the employee.

     The amount of any such monthly survivor benefit shall be determined by the
basic benefit rate in effect for the employee on the date of death of such
employee, or the date seniority broke for a former employee.

     (b) The survivor coverage provided hereunder for an employee or former
employee shall be effective on



                                      32
   61
                                                                  Art. II, 11(b)



the date the employee or former employee attains 5 years of credited service or
"service" as provided under Article III, Section 6.

     (c) The survivor coverage provided hereunder shall be effective with
respect to a spouse to whom the employee or former employee is married, but
only if the couple shall have been married throughout the one−year period
ending on the date of the employee's or former employee's death.

     (d) Subsections (b) and (c) notwithstanding, if an employee or former
employee marries or remarries, such coverage shall be in effect in favor of the
spouse upon such marriage or remarriage, unless, in the case of remarriage, a
Qualified Domestic Relations Order within the meaning of I.R.C. Section 414(p)
requires such coverage to remain in effect for the former spouse. The
effective date of any such coverage shall be in accordance with subsection (c)
of this Section 11.

     (e) In the event of divorce, the employee or former employee can revoke
the coverage provided hereunder without spousal consent, unless a Qualified
Domestic Relations Order within the meaning of I.R.C. Section 414(p) provides
to the contrary.

     (f) The coverage provided hereunder shall be canceled automatically on the
date when any employee or former employee becomes eligible for the survivor
coverage provided under the provisions of Article II, Section 5 of the Plan.

     (g) The monthly benefit amount payable hereunder to any eligible surviving
spouse shall be 50% of the monthly amount of the basic benefit as determined in
Article VII, Section 2(b) otherwise payable at the (i) date of death to the
employee, or (ii) date seniority broke for a former employee, after any
reduction provided in Section 2(c) of Article VII.



                                      33
   62
Art. II, 11(h)



      (h) No benefit shall be payable under this Section 11 for any month for
which benefits are payable under Article II, Section 5 or Section 10 of this
Plan.

     (i) Information regarding the coverage provided hereunder is included in
the summary plan description, which will be provided to each employee covered
by the Pension Plan, in accordance with The Employee Retirement Income Security
Act (ERISA).

     (j) The pre−retirement survivor coverage provided hereunder will apply to
eligible employees and former employees separated from service:

         (1) whose last day worked for the Corporation was on or after October
             1, 1976, and

         (2) who have entitlement to but have not commenced receipt of deferred
             vested benefits, and

         (3) who were alive as of August 23, 1984.

                                  ARTICLE III

                                CREDITED SERVICE

SECTION 1. CREDITED SERVICE SUBSEQUENT TO OCTOBER 1, 1950

     (a) (1) Credited service shall be computed for each calendar year for each
employee on the basis of total hours compensated by any plant or Division of
the Corporation during such calendar year while the employee has unbroken
seniority. Employment while covered under The GM Special Pension Plan shall
not be credited hereunder, except for an employee with seniority on March 1,
1988, who has not received a cash payment representing such employee's accrued
benefit under The GM Special Pension Plan. Any calendar year in which the
employee has 1700 or more compensated hours shall be counted a full



                                      34
   63
                                                              Art. III, 1(a)(1)



calendar year. Where the employee's total hours compensated during a calendar
year are less than 1700 hours, a proportionate credit shall be given to the
nearest 1/10 of a year.

         (2) For the purpose of computing credited service, hours of pay at
             premium rate shall be computed as straight time hours.

     (b) For the purpose of computing compensated hours under subsection (a) of
this Section 1:

         (1) An employee with seniority on or after January 1, 1968 who is
absent from work during any calendar year thereafter because of layoff or while
on a Corporation approved sick leave, shall be credited with 40 hours for each
complete calendar week of such absence during such year in addition to any
other hours credited, provided that such employee shall have received pay from
the Corporation during that year for at least 170 hours, and provided further
that if such absence commences in calendar year 1970 or later, and such layoff
or sick leave continues into the following year, the employee shall be credited
with 40 hours for each complete calendar week of absence in the following year,
not to exceed 1530 hours of credit for all such absence related to receipt of
such pay from the Corporation in the first year.

         An employee who is recalled from permanent layoff and returns to work
on or after October 1, 1993 shall become eligible for the 1530 hours of credit
hereunder, applicable during a sick leave or layoff, on the later of: (1)
receipt of pay from the Corporation for at least 170 hours, or (2) the day next
following the 12th week of pay from one or more GM plants within a calendar
year. If the employee receives pay from the Corporation for 170 or more hours
prior to the 12th week in (2) immediately above, the employee shall become
eligible for "bank" hours equal to the


                                      35
   64
Art. III, 1(b)(1)



number of hours worked since recall, plus any "bank" hours to which the
employee was entitled immediately before such return to work, but in no case to
exceed 1530 hours.

         An employee who returns to work on or after October 1, 1979 and
receives pay for a period of less than 170 hours and who thereafter returns to
such layoff or sick leave, shall not be disqualified, solely because of the
receipt of such pay, from receiving any such credit for which the employee
otherwise would be eligible hereunder. For the purposes of this subsection
only, an employee who is laid off subsequent to October 1, 1979 and whose first
day of absence due to such layoff is the first regularly scheduled work day in
the January next following the last day worked shall be deemed to have been
laid off on December 31 of the year in which the employee last worked. A
part−time employee shall be credited for any week of such absence in the same
percentage relationship as such employee's regular part−time schedule is to 40
hours.

         An employee who (i) is at work on or after October 1, 1993; (ii) has
10 or more years of seniority at time of layoff commencing on or after October
1, 1993; (iii) while on such layoff has received the maximum of 1530 hours of
credit for periods of absence due to layoff or Corporation approved sick leave
in accordance with the preceding paragraph of this Section 1(b)(1); and (iv)
continues thereafter to be absent due to such layoff shall be credited with 40
hours for each complete calendar week of absence due to such layoff up to a
maximum of 1700 hours of credit.

         (2) An employee who is absent from work because of occupational injury
or disease incurred in the course of such employee's employment with the
Corporation, and on account of such absence receives


                                      36
   65
                                                              Art. III, 1(b)(2)



Workers Compensation while on Corporation approved leave of absence shall be
credited with 40 hours for each complete calendar week of such absence after
September 1, 1961.

     (c) Any salaried employee transferred to an hourly−rate job who thereby
becomes an employee covered by the Plan shall have credited to the nearest 1/10
year any credited service the employee had as of the date of such transfer
under any Corporation retirement plan for salaried employees.

     (d) If an employee who retired is rehired, such employee may accumulate
additional credited service by reason of such reemployment.

     (e) For the purpose of computing compensated hours under subsection (a) of
this Section 1:

         (1) An employee who after October 1, 1950 and prior to June 1, 1955
was absent from work because such employee entered into active service in the
armed forces of the United States and who was given a Corporation approved
leave of absence for such period shall be credited with the number of hours
that the employee would have been scheduled to work during such absence.

         (2) An employee, who on or after June 1, 1955 was or is absent from
work to enter into (or remain in) active service in the armed forces of the
United States and for that reason was or is given a Corporation approved leave
of absence, shall be credited with 40 hours for each complete calendar week
while on such leave; provided, however, that credited service based on such
hours shall not exceed four years (including credited service, if any, granted
under subsection (e)(1) of this Section 1), or such longer period during which
the employee has reemployment rights pursuant to any Federal law, and provided,
further, that the employee is reemployed in accordance



                                      37
   66
Art. III 1(e)(2)



with the terms of such leave of absence or, if reemployed by the Corporation at
a location other than the location from which the leave was granted, within 90
days from the date of discharge from the armed forces.

     (f) Any employee hired on an hourly−rate job by a plant or Division of the
Corporation, who has credited service under any Corporation retirement plan for
salaried employees or who has lost credited service under any such plan, shall,
upon making proper application, have such service credited to the nearest 1/10
year; provided that the employee acquires or acquired seniority following the
loss of such credited service.

     (g) If a former salaried employee who is entitled to a deferred retirement
benefit under Part A of the General Motors Retirement Program for Salaried
Employees is reemployed by the Corporation and acquires seniority prior to the
commencement of such deferred retirement benefit, such employee shall, upon
making proper application, have reinstated, in lieu of the deferred retirement
benefit, the credited service lost at the time the employee became entitled to
such deferred retirement benefit.

     (h) An employee with at least five years of seniority:

         (1) on January 1, 1968 who was absent from work because of layoff
during any calendar year after December 31, 1955 and before January 1, 1963, or

         (2) on December 10, 1973 who was absent from work because of layoff
during any calendar year after December 31, 1950 and before January 1, 1956, or

         (3) on October 1, 1979 who was absent from work because of layoff
during any calendar year after December 31, 1962 and before January 1, 1968, or



                                      38
   67
                                                              Art. III, 1(h)(4)




         (4) on October 1, 1984 who was absent from work because of layoff
during any calendar year after December 31, 1978 and before January 1, 1984, or

         (5) on October 1, 1993 who was absent from work because of layoff
during any calendar year after December 31, 1973 and before January 1, 1977

         shall be credited with 40 hours for each complete calendar week of
such absence, not previously credited under this Section 1, during which the
employee had seniority multiplied by a percentage as set forth in the following
table:



     Employee's Seniority
     on January 1, 1968
     in the Case of (1)
     Above or
     December 10, 1973
     in the Case of (2) Above
     or October 1, 1979
     in the Case of (3) Above
     or October 1, 1984
     in the Case of (4) Above
     or October 1, 1993
     in the Case of (5) Above                 %
     −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

     20   years   or more                       100
     15   years   but less than 20 years        75
     10   years   but less than 15 years        50
      5   years   but less than 10 years        25


     provided that the employee makes proper application.

     (i) In no event shall any employee be credited with more than 1700 hours,
including compensated hours, in any calendar year. No employee shall be
credited with any service after retirement. There shall be no duplication of
credited service under the Plan. Not



                                           39
   68
Art. III, 1(i)



more than one year of credited service shall be credited to any employee in any
calendar year, except as otherwise provided in Section 5 of this Article III
with respect to foundry service.

     (j) Notwithstanding any other Section of this Article III, in the case of
an employee who shall retire on or after October 1, 1990, the employee's
credited service for the period before January 1, 1966 shall not be less than
the employee's seniority as of December 31, 1965 as determined under the
Collective Bargaining Agreement.

SECTION 2. LOSS OF CREDITED SERVICE

An employee will lose all credited service for purposes of this Plan:

     (a) if the employee quits,

     (b) if the employee is discharged or released,

     (c) if the employee's seniority is broken for any other reason.

SECTION 3. REINSTATEMENT OF CREDITED SERVICE

     (a) Any employee with seniority on or after October 1, 1993 who breaks
seniority and thereby loses or has lost credited service under Section 2 of
this Article III and then is or was later reemployed by any plant or Division
of the Corporation shall, upon making proper application, have such credited
service reinstated provided the employee subsequently acquires or acquired
seniority.

     (b) Any employee retired under the provisions of this plan who
subsequently has seniority reinstated, will have credited service at the time
of retirement reinstated.



                                      40
   69
                                                                    Art. III, 4




SECTION 4. SERVICE WITH A FOREIGN SUBSIDIARY

An employee with seniority on or after October 1, 1993 whose employment as an
hourly or salaried employee with a directly or indirectly wholly−owned or
substantially wholly−owned foreign subsidiary of General Motors Corporation has
been terminated other than by retirement, shall be granted credited service
under this Plan for any periods of active service with such foreign subsidiary
or, if greater, the amount of service credited to such employee under any
pension or retirement plan of the foreign subsidiary at the time of
termination, provided such service was prior to the most recent period of
active service credited under this Plan.

Any monthly benefits payable under this Plan to a retired employee who has
received credited service under this Section 4 will be reduced by an amount
equivalent to the total of any monthly benefits that could be payable to such
employee under any retirement plan to which the foreign subsidiary has
contributed, excluding, however, any such plan or any portion of any such plan
providing retirement benefits purchased solely by voluntary employee
contributions. Any survivor's benefits payable under this Plan to a survivor
of such an employee shall be subject to similar reduction by monthly survivor's
benefits payable under any plan to which the foreign subsidiary has
contributed.

SECTION 5. FOUNDRY SERVICE

An employee with seniority on or after October 1, 1993 who at retirement has
over 10 years of credited service which such employee accrued while employed on
certain foundry job classifications as set forth in Appendix B, shall receive
additional credited service related thereto. Total credited service for any
such employee who retires with benefits payable



                                      41
   70
Art. III, 5



commencing on or after October 1, 1975 shall be the sum of (i) credited service
otherwise credited to the employee, and (ii) any such additional credited
service which shall be credited to the employee in accordance with the
following table:



     Years of Credited Service                Additional
           Credited on                         Credited
           Foundry Jobs                        Service
     −−−−−−−−−−−−−−−−−−−−−−−−−                −−−−−−−−−−

     For years 1 through 10                   0
     For years 10.1 through 25                33−1/3%
     For years over 25                        20%


If any such employee is continuously employed exclusively on such foundry jobs
in a calendar year, such additional credited service shall apply to any
credited service otherwise credited to the employee for such year. If any such
employee (i) is not continuously employed in a calendar year, or (ii) is
employed on other than such foundry jobs in such year, such additional credited
service shall apply to any credited service otherwise credited to the employee
for such year in accordance with the following table:



  If Credited Service                  Additional Credited Service
     Otherwise                    Applies to Such Year Only if Employee
    Credited to                     Spent Following Minimum Number of
    Employee For                        Complete Calendar Weeks on
  Calendar Year is                     Foundry Jobs During Such Year
  −−−−−−−−−−−−−−−−−−−             −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

        1.0 (year)                                 26
         .9                                        23
         .8                                        21
         .7                                        18
         .6                                        16
         .5                                        13
         .4                                        10
         .3                                         8
         .2                                         5
         .1                                         3




                                      42
   71
                                                                    Art. III, 5




No additional credited service shall be granted for any calendar year in which
any such employee spends less than the minimum required number of complete
calendar weeks on such foundry jobs, as indicated above.

If any such employee is on such foundry job at the commencement of a layoff or
approved leave of absence, such additional credited service shall apply to any
credited service otherwise credited to the employee while on such layoff or
approved leave of absence.

SECTION 6.   HOURS, YEARS AND BREAKS IN SERVICE TO COMPLY WITH THE EMPLOYEE
             RETIREMENT INCOME SECURITY ACT OF 1974

     (a) An employee who breaks seniority on or after October 1, 1976 who would
be eligible for a deferred pension under Article VII, Section 2, except solely
for the fact that the employee does not have at least 5 years of credited
service under the foregoing Sections of this Article III, shall be eligible for
a deferred pension under the provisions of Article VII, Section 2 if, at the
time the employee breaks seniority, such employee has 5 years of service solely
as determined under this Section 6.

     (b) The monthly amount of any such deferred pension shall be based solely
on the credited service that the employee had under the foregoing Sections of
this Article III when the employee broke seniority.

     (c) No employee shall be eligible to be covered under this Section 6 until
such employee (i) attains age 21, or (ii) completes 1 year of service under
this Section 6, whichever is later. Rehired employees shall participate
immediately.

     (d) An employee shall complete 1 year of service when such employee
completes 750 hours of service


                                      43
   72
Art. III, 6(d)



in the 12 consecutive month period beginning with the employment commencement
date. If an employee fails to complete 750 hours of service in such period,
such employee shall complete 1 year of service in the first 12 consecutive
month period thereafter in which the employee completes 750 hours of service,
measured from each succeeding anniversary of the employment commencement date.
Thereafter, an employee shall complete 1 year of service during each 12
consecutive month period in which such employee completes 750 hours of service,
measured from the anniversary of the employment commencement date. A year of
service under this Section 6 shall include service (i) with affiliated group
members accrued subsequent to acquisition, (ii) rendered to the Corporation as
a former leased employee (but only upon employee application, supported by
substantiation satisfactory to the Corporation of such service), and (iii)
rendered to the Corporation as a salaried employee in accordance with I.R.C.
Section 414(b), (c), (m), (n), and (o).

     (e) An employee who satisfies the eligibility requirements of this Section
6, and who is otherwise entitled to participate in the Plan, shall commence
participation under this Section 6 if the employee satisfies such requirements
(i) between April 1 and September 30; on the first day of the plan year
beginning after the date on which such requirements are satisfied, or (ii)
between October 1 and March 31; on the first day of the plan year that includes
the date such requirements are satisfied, but in no event shall any employee
participate hereunder if such employee breaks seniority prior to such
commencement date.

     (f) An employee shall complete an hour of service under this Section 6 for
each hour paid by the Corporation for working or for having been entitled to
work. Any hours for which an employee receives pay for having been entitled to
work, irrespective of



                                      44
   73
                                                                 Art. III, 6(f)



mitigation of damages, shall be credited to the period or periods so entitled,
rather than to the period in which such pay is received. There shall be no
duplication of any hours of service under this Section 6.

     (g) Solely for purposes of determining years of service for vesting under
this Section 6, all of the employee's years of service shall be taken into
account except the following: (i) years of service before age 18 (age 22 prior
to October 1, 1985); (ii) years of service before January 1, 1971, unless the
employee has at least 3 years of service after December 31, 1970; (iii) years
of service prior to any 1−year break in service as defined herein, until the
employee completes a year of service after such break; (iv) for non−vested
participants under this section, years of service prior to any 1−year break in
service if the number of such consecutive breaks equals or exceeds the
aggregate number of years of service prior to such break, for a non−vested
participant at work on or after October 1, 1985, years of service prior to any
1−year break in service if the number of such consecutive breaks equals or
exceeds the greater of 5, or the aggregate number of years of service prior to
such break (such aggregate number of years of service before such break shall
not include any years of service not required to be taken into account under
this Section 6 by reason of any prior break in service); (v) years of service
before October 1, 1976, if such service would have been disregarded under rules
of the Plan as in effect on October 1, 1976, regarding breaks in service; and
(vi) any year in which the employee completes less than 750 hours of service.


     (h) An employee shall incur a 1−year break in service under this Section 6
in any 12 consecutive month period during which the employee does not complete
more than 375 hours of service, measured from the anniversary of the employment
commencement date. Solely for purposes of



                                      45
   74
Art. III, 6(h)



determining whether an employee has incurred such 1−year break in service, in
addition to hours worked which are paid by the Corporation, any hours which an
employee does not work but for which such employee is paid by the Corporation
for vacation, sickness or disability, or is entitled to be so paid, directly or
indirectly, shall be taken into consideration. For any absence from work
commencing on and after October 1, 1985 by reason of pregnancy of the
individual, childbirth, placement of a child related to an adoption, or for
child care purposes immediately following such birth or placement or for any
absence from work commencing on and after October 1, 1993 for any reason that
qualifies an employee for a leave under the Family and Medical Leave Act of
1993, the employee shall be credited with the hours of work for which such
employee otherwise would have been scheduled, or, if unable to determine such
scheduled hours, 8 hours for each work day of such absence, not to exceed a
total of 501 hours for any such absence. Such hours shall be credited in the
year in which the absence commences if necessary to prevent incurring a 1−year
break in service, otherwise such hours shall be credited in the immediately
following year.

SECTION 7. ASBESTOS SERVICE

An employee with seniority on or after October 1, 1993 who at retirement has
over 10 years of credited service which was accrued while employed on certain
asbestos job classifications as set forth in Appendix C, shall receive
additional credited service related thereto in the same manner as set forth in
Section 5 of this Article III.


                                      46
   75
                                                                         Art. IV


                                    ARTICLE IV

                          REDETERMINATIONS ON ACCOUNT OF
                                SOCIAL LEGISLATION

SECTION 1.   REDETERMINATIONS FOR FEDERAL SOCIAL SECURITY BENEFITS FOR AGE OR
             DISABILITY

     (a) The benefits payable for age or disability under the Federal Social
Security Act, as amended, as now in effect, or as hereafter amended, which are
referred to in the determination of pensions under Article II shall be included
in such determination even though the employee either does not apply for, or
loses part or all of such payments through delay in applying for them, by
entering into covered employment, or otherwise.

     (b) Old age benefit payments or disability benefit payments, other than
those payable on a basis of "need" or because of military service, under any
future federal legislation, amending, superseding, supplementing, or
incorporating the Federal Social Security Act, as amended, or benefits provided
therein, shall be considered as benefits for age or disability under the
Federal Social Security Act for the purposes of the Plan.

     (c) If an employee is eligible for a Federal Social Security benefit for
disability or an unreduced Federal Social Security benefit for age at the time
of retirement or thereafter, such employee shall provide the Corporation with
evidence of the effective date of entitlement to such benefit.

SECTION 2.   DEDUCTIONS FOR WORKERS COMPENSATION

In determining the monthly benefits payable under this Plan, a deduction shall
be made unless prohibited by law, equivalent to all or any part of Workers



                                       47
   76
Art. IV, 2



Compensation (including compromise or redemption settlements) payable to such
employee by reason of any law of the United States, or any political
subdivision thereof, which has been or shall be enacted, provided that such
deductions shall be to the extent that such Workers Compensation has been
provided by premiums, taxes or other payments paid by or at the expense of the
Corporation, except that no deduction shall be made for the following:

     (a) Workers Compensation payments specifically allocated for
hospitalization or medical expense, fixed statutory payments for the loss of
any bodily member, or 100% loss of use of any bodily member, or payments for
loss of industrial vision.

     (b) Compromise or redemption settlements payable prior to the date monthly
pension benefits first become payable.

     (c) Workers Compensation payments paid under a claim filed not later than
two years after the breaking of seniority.

                                   ARTICLE V

                                   FINANCING

SECTION 1.   TRUST FUND

The Corporation shall execute a trust agreement with a trustee or trustees
selected by the Corporation to manage and operate the pension fund and to
receive, hold and disburse such contributions, interest and other income as may
be necessary to pay such of the pensions and supplements or portions thereof
under this Plan as are not provided for by an insured fund. The Corporation
may establish an insured fund with such


                                      48
   77
                                                                      Art. V, 1



insurance company or companies as it may select for the payment of such of the
pension and supplements or portions thereof under this Plan as are not provided
for in a trusteed fund.

The Corporation will determine the form and terms of any such trust agreement
which may authorize the inclusion of obligations and stock (common and
preferred) of the Corporation and its wholly−owned subsidiaries among the
investments of the pension fund provided for by such trust agreement; may
utilize any investment manager as defined under the Employee Retirement Income
Security Act of 1974 or regulations thereunder; may modify any such trust
agreement from time to time to accomplish the purposes of this Plan; may remove
any trustee, and select any successor trustee; and select and change insurance
companies.

SECTION 2.   CONTRIBUTIONS

     (a) The Corporation, subject to Article IX, Section 1, shall make such
contributions to the trustee or pay such premiums under any insured contract
for the purposes of providing pensions and supplements under the Plan as shall
be required under accepted actuarial principles and Title I of the Employee
Retirement Income Security Act of 1974 to maintain the Plan and pension or
insured fund in a sound condition and shall pay for expenses incident to the
operation and management of the Plan.

     (b) The Corporation may charge to the fund expenses necessary for the
proper administration of the Plan and investment of the funds, including the
direct cost of benefit administration performed by, or on behalf of, the
Corporation for the Plan, and Pension Benefit Guaranty Corporation premiums for
participants.

     (c) No employee shall be required to make any contributions to the Plan.



                                      49
   78
Art. V, 3




SECTION 3.   IRREVOCABILITY

     (a) The Corporation shall have no right, title or interest in the
contributions made by it to the trustee and no part of the pension or insured
fund shall revert to the Corporation, except that after satisfaction of all
liabilities of the Plan as set forth in Article IX, such contributions as may
have been made by the Corporation as the result of overpayments may revert to
the Corporation.

     (b) The pension benefits and supplements of the Plan shall be only such as
can be provided by the assets of the pension fund or by any insured fund and
there shall be no liability or obligation on the part of the Corporation to
make any further contributions to the trustee or insurance company in event of
termination of the Plan. No liability for the payment of pension benefits or
supplements under the Plan shall be imposed upon the Corporation, the Officers,
Directors or Stockholders of the Corporation, except as otherwise may be
required by the Employee Retirement Income Security Act of 1974.

                                  ARTICLE VI

                                ADMINISTRATION

SECTION 1.

The Corporation shall be responsible for the general administration of the Plan
and for carrying out the provisions thereof.

SECTION 2.

     (a) The Corporation shall have all such powers as may be necessary to
carry out the provisions of the Plan except as the powers and duties of the
Corporation may be modified by any collective bargaining agreement.


                                      50
   79
                                                                    Art. VI 2(b)




     (b) Subject to the limitations of (a) above, the Corporation may from time
to time establish rules for the administration of the Plan and the transaction
of the Plan's business.

     (c) In making any such determination or rule, the Corporation shall pursue
uniform policies and shall not discriminate in favor of, or against any
employee or group of employees.

                                   ARTICLE VII

                        PENSION BENEFITS AND SUPPLEMENTS

SECTION 1.   PENSION AND SUPPLEMENT PAYMENTS

     (a) (1) Pensions and supplements shall be paid monthly.

         (2) The first monthly payment of an employee's pension other than for
total and permanent disability shall become payable with the employee's consent
on the first day of the month following the month in which the employee
actually retires, and the pension shall be payable monthly thereafter.

         (3) Total and permanent disability pension shall be payable monthly
during the continuance of total and permanent disability and while the
pensioner otherwise remains eligible for such benefits. Such payments shall
begin the later of:

             (i) the first day of the month which includes the date the
required proof of disability is received by the Corporation, or

             (ii)    the first day of the month which includes the date the
employee has been continuously and totally disabled for a period of 5 months.

     Successive periods of absence due to the same disability as that upon
which claim for total and


                                       51
   80
Art. VII, 1(a)(3)(ii)



permanent disability pension is based and aggregating at least five months will
be considered the same as one continuous absence provided that the aggregate
will not include any such absence which precedes the last day at work by more
than one year, or

             (iii)   the first day of the third month following the date the
required proof of disability is received by the Corporation, or

             (iv)    the first day of the third month following determination
by the impartial clinic that the employee is totally and permanently disabled.

     These subsections (iii) and (iv) shall not be applicable (a) if the
employee dies prior to such date, or (b) where Extended Disability Benefits are
less than the benefits payable under this Plan.

         (4) A supplement for an employee shall be payable in the manner
provided in Section 6 of Article II.

         (5) Pension and supplement payments shall not be payable with respect
to any period for which weekly sickness and accident benefits are payable to
the employee under any plan to which the Corporation has contributed. If such
sickness and accident benefits during any month are payable for a period of
less than 4−1/3 weeks, the sum of the monthly pension benefit (excluding any
special benefit) and supplement payable for that month shall be reduced by the
percentage which such period of sickness and accident benefits is of 4−1/3
weeks.

     (b) A pensioner who is reemployed by the Corporation shall cease to
receive, during such reemployment, any monthly pension benefits to which the
pensioner might otherwise be entitled. Any such reemployed pensioner will have
credited service at the time of retirement reinstated. A reemployed


                                      52
   81
                                                                 Art. VII, 1(b)



pensioner shall accrue additional credited service as a result of such
employment and the monthly pension benefits of such pensioner shall be adjusted
with regard to such employment upon subsequent cessation of active service.

     (c) In the event that it shall be found that any pensioner or surviving
spouse to whom a pension or survivor benefit is payable is unable to care for
the affairs of such pensioner or surviving spouse because of illness or
accident, any monthly pension payment and supplement or survivor benefit due
(unless prior claim therefor shall have been made by a duly qualified guardian
or other legal representative) may be paid to the spouse, parent, brother,
sister or other person or party (including private or public institutions)
deemed by the Corporation to have incurred expense for such pensioner otherwise
entitled to payment. Any such payment shall be a payment for the account of
the pensioner and shall be a complete discharge of any liability of the Plan
therefor.

     (d) In order to retire under the Plan, an employee must have unbroken
seniority at the time of retirement except that a person who is eligible for
benefits under the Guaranteed Income Stream Benefit Program and is not
receiving deferred pension benefits under this Plan shall not be precluded from
retiring without return to employment even though such person shall have
incurred a break in seniority while on continuous layoff from the Corporation.

     A person who, while eligible to retire, receives (i) a benefit payment
pursuant to Attachment A of Appendix K of the Collective Bargaining Agreement
or Article IV of the Supplemental Unemployment Benefit Plan, or (ii) a GIS
Redemption Payment under the Guaranteed Income Stream Benefit Program, shall
not be eligible to retire under any of the provisions of this Plan for the
period described in such agreements, plans



                                      53
   82
Art. VII, 1(d)



or programs, commencing with the date such person terminates employment or
breaks seniority pursuant to the terms of such agreements, plans or programs.

     (e) Notwithstanding any other provision of this Section 1, an employee
attaining age 70−1/2 on and after October 1, 1993, will commence monthly
receipt of accrued benefits under this Plan, beginning April 1 of the calendar
year immediately following the year the employee attains or attained age
70−1/2. An employee attaining age 70−1/2 shall have the monthly payment based
on such employee's pension benefit accrual as of December 31 of the year in
which age 70−1/2 is attained. The actuarial value of the sum of all cash
distributions received by any otherwise eligible employee prior to such
employee's actual retirement under this Plan will be used as an offset from any
additional benefit accrual that might otherwise have been payable to such
employee as a result of working for the Corporation.

SECTION 2.   RETENTION OF DEFERRED PENSION IF SEPARATED

     (a) Any employee who loses accumulated credited service under the
provisions of Article III, Section 2 shall be eligible for a deferred pension
if such employee is not retired and eligible for pension benefits pursuant to
Article II, and provided the credited service of such employee at separation is
at least 5 years, or such employee satisfies the "service" requirements of
Article III, Section 6.

     (b) The monthly amount of such deferred pension for an employee breaking
seniority on or after October 1, 1993 shall be a basic benefit for each year of
credited service that such employee had when such employee broke seniority,
determined by such employee's Benefit Class Code when such employee broke
seniority as set forth in the table immediately following:


                                       54
   83
                                                                  Art. VII, 2(b)




                               Benefit             Basic
        Date                    Class             Benefit
  Seniority Broke               Code               Rate
                                                     $
  −−−−−−−−−−−−−−−              −−−−−−−            −−−−−−−

On October 1, 1993               A                 32.50
through                          B                 32.75
September 30, 1994               C                 33.00
                                 D                 33.25

On October 1, 1994               A                 33.50
through                          B                 33.75
September 30, 1995               C                 34.00
                                 D                 34.25

October 1, 1995                  A                 34.70
and After                        B                 34.95
                                 C                 35.20
                                 D                 35.45

     (c) A former employee who is eligible for a deferred pension may at the
election of such former employee receive

         (1) a monthly pension commencing at or after age 65 determined in
accordance with subsection (b) of this Section 2, or

         (2) a monthly pension commencing after age 60 and prior to age 65
determined in accordance with subsection (b) of this Section 2, such pension
being reduced by 6/10 of 1 percent for each complete calendar month by which
such former employee is under the age of 65 at the date the deferred pension
commences, or

         (3) a monthly pension commencing after age 55 and prior to age 60 for
a former employee who breaks seniority on or after October 1, 1976, determined
in accordance with subsection (b) of this Section 2. Such pension shall be
multiplied by a percentage as set forth in the following table:


                                      55
   84
Art. VII, 2(c)(3)




          Age                          When
     Pension Commences             Percentage*
                                        %

     55                            42.8
     56                            46.8
     57                            51.2
     58                            55.5
     59                            59.6
     60                            64.0


*Prorated for intermediate ages computed on the basis of the number of complete
calendar months by which the employee is under the age attained at the
employee's next birthday.

      (d) The deferred pension shall be payable commencing the later of the
first day of the month following the month (i) in which such employee attains
the applicable age set forth in Section 2(c) of this Article VII, or (ii)
during which the Corporation receives a written request from such former
employee; provided that such written request shall be valid and effective only
if it is filed with the Corporation not earlier than 60 days prior to the date
such former employee first becomes eligible for such benefit, and, for such
employee who broke seniority prior to October 1, 1976, not later than the 70th
birthday, otherwise no deferred vested pension benefit shall be payable at any
time.

     (e) If, prior to the commencement of deferred pension benefits, an
employee is reemployed by the Corporation and: (1) acquires seniority, or (2)
is reemployed by, and works for, the Corporation at the plant where such
employee worked immediately prior to the loss of credited service, or (3) dies
after having qualified for a deferred pension in accordance with this Section
2, such employee shall, in lieu thereof, have reinstated the credited service
in effect when


                                      56
   85
                                                                 Art. VII, 2(e)



such deferred pension was granted; provided that if an employee with 10 or more
years of credited service

         (1) is reemployed by, and works for, the Corporation within 36 months
of the date credited service was lost under Article III, Section 2, and

         (2) becomes disabled while employed by the Corporation prior to
acquiring 5 months of seniority, and such disability is continuous for a period
of 5 months during which the employee makes proper application and submits
medical evidence satisfactory to the Corporation that such employee is totally
and permanently disabled as set forth in Section 3 of Article II,

     such employee will be deemed eligible for a disability pension under
Section 3 of Article II, and such pension will be payable pursuant to Section 1
of Article VII, as though such employee had been an employee with seniority
throughout such disability period.

     (f) The amount of any monthly pension benefit otherwise payable to a
former employee eligible for a deferred pension will be reduced by the value of
any past and future benefits paid or payable to any alternate payee(s) under a
Qualified Domestic Relations Order within the meaning of I.R.C. Section 414(p).

          The actuarial value will be used to determine any amount to be paid to
any such payee(s), if applicable, and the remaining benefit entitlement of the
employee.

SECTION 3.   NON−ALIENATION OF BENEFITS

The pension fund shall not in any manner be liable for or subject to the debts
or liability of any employee, separated employee, retired employee, pensioner
or surviving spouse. No right, benefit, pension or supplement at any time
under the Plan shall be subject in any manner to alienation, sale, transfer,
assignment, pledge or encumbrances of any kind except in accord


                                       57
   86
Art. VII, 3



with provisions of a Qualified Domestic Relations Order within the meaning of
I.R.C. Section 414(p). If any person shall attempt to, or shall, alienate,
sell, transfer, assign, pledge or otherwise encumber accrued rights, benefits,
pensions or supplements under the Plan or any part thereof, or if by reason of
bankruptcy or other event happening at any time such benefits would otherwise
be received or enjoyed by anyone else, the Corporation may terminate the
interest of such employee, pensioner or surviving spouse in any such benefit
and instruct the trustee to hold or apply it to or for the benefit of such
employee, pensioner or surviving spouse, spouse, children or other dependents,
or any of them as the Corporation may instruct; provided, however, that any
pensioner, or surviving spouse, entitled to a monthly benefit under the Plan:

     (a) who elects Blue Cross, Blue Shield, or equivalent coverage, made
available under the General Motors Health Care Program for Hourly Employees
may, insofar as it is consistent with the regulations governing the plans
providing such coverage, participate in such coverage and have deducted from
the monthly pension, pursuant to authorization and direction acceptable to the
Corporation, the required contribution for such coverage.

     (b) will have Federal and state income tax withheld pursuant to Federal
and state statutes or regulations unless, only with respect to Federal income
tax, elected otherwise by submitting to the Corporation authorization and
direction acceptable to the Corporation.

     (c) who elects optional or dependent life insurance coverage(s) made
available under the General Motors Life and Disability Benefits Program for
Hourly Employees may have deducted from the monthly pension, pursuant to
authorization and direction, acceptable to the Corporation, the required
contribution(s) for such coverage(s).



                                      58
   87
                                                                 Art. VII, 3(d)




     (d) may have amounts of not less than $40.00, but in no event more than
10% of the retired employee's monthly pension, withheld to repay any
outstanding overpayment owing to any benefit plan of the Corporation, pursuant
to written authorization and direction acceptable to the Corporation.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

SECTION 1.   NO ENLARGEMENT OF EMPLOYMENT RIGHTS

     The Corporation's rights to discipline or discharge employees shall not be
affected by reason of any of the provisions of the Plan.

SECTION 2.   INTERNAL REVENUE SERVICE APPROVAL

This Plan as amended is contingent upon and subject to obtaining and retaining
such approval of the Commissioner of Internal Revenue as may be necessary to
establish the deductibility under Section 404 of the Internal Revenue Code for
income tax purposes of any and all contributions made by the Corporation to
this Plan and to establish this Plan and related trust as being qualified and
tax exempt under Sections 401 and 501(a) or other applicable provisions of the
Internal Revenue Code. Any modification or amendment of the Plan may be made
retroactively, if necessary or appropriate, to qualify or maintain the Plan as
a plan and trust meeting the requirements of Sections 401 and 501(a) of the
Internal Revenue Code, as now in effect or hereafter amended, or any other
applicable provisions of the federal tax laws, as now in effect or hereafter
amended or adopted, and the regulations issued thereunder.


                                       59
   88
Art. VIII, 3




SECTION 3.   CORPORATION BOARD OF DIRECTORS APPROVAL

Continuation of the Plan as amended in 1993 is contingent upon obtaining the
approval of the Corporation's Board of Directors not later than June 1, 1994.

SECTION 4.   NAMED FIDUCIARY

The Finance Committee of the Corporation's Board of Directors shall be the
Named Fiduciary with respect to the Plan. The Finance Committee may delegate
to various officers, employees and committees of the Corporation authority to
carry out such of its responsibilities as it deems proper to the extent
permitted by the Employee Retirement Income Security Act of 1974.

SECTION 5.   LIMITATION OF BENEFITS

No benefits paid from this Plan will exceed the limits of Section 415 of the
Internal Revenue Code.

                                      ARTICLE IX

                            AMENDMENT AND TERMINATION

SECTION 1.   AMENDMENT

The Corporation reserves the right to amend, modify, suspend or terminate the
Plan by action of its Board of Directors, provided, however, that no such
action shall alter the Plan or its operation, except as may be required by the
Internal Revenue Service for the purpose of meeting the conditions for
qualification and tax deduction under Sections 401, 404, and 501(a) of the
Internal Revenue Code, in respect of employees who are represented under a
collective bargaining agreement in contravention of the provisions of any such
agreement pertaining to pension benefits and


                                         60
   89
                                                                      Art. IX, 1



supplements as long as any such agreement is in effect. Except as provided in
Article V, Section 3, no such action shall operate to recapture for the
Corporation any contributions previously made to the trustee or insurance
company under the Plan, nor, except to the extent necessary to meet the
requirements of the Internal Revenue Service or any other governmental
authority, to affect adversely the pensions or supplements of employees already
retired or the trust fund or insured fund then securing such pensions and
supplements.

SECTION 2.   TERMINATION OF PLAN

     (a) If the Corporation, in accordance with Section 1 of this Article IX,
or the Pension Benefit Guaranty Corporation terminates the Plan, the amount of
the assets, which are available to provide benefits, and which are held by the
trustee as of the termination date, shall be allocated, after deducting
expenses for administration or liquidation, in the following manner and order
to the extent of the sufficiency of such assets:

         (1) First, in the case of benefits payable as an annuity:

             (i) In the case of the benefit of a participant or beneficiary
which was in pay status as of the beginning of the 3−year period ending on the
termination date of the Plan, to each such benefit, based on the provisions of
the Plan (as in effect during the 5−year period ending on such date) under
which such benefit would be the least;

              (ii)    In the case of a participant's or beneficiary's benefit
(other than a  benefit described in subsection (a)(1)(i)) which would have been
in pay status  as of the beginning of such 3−year period if the participant had
retired prior  to the beginning of the 3−year period and if benefits had
commenced (in  the



                                       61
   90
Art. IX, 2(a)(1)(ii)



normal form of annuity under the Plan) as of the beginning of such period, to
each such benefit based on the provisions of the Plan (as in effect during the
5−year period ending on such date) under which such benefit would be the least.

     For purposes of subsection (a)(1)(i), the lowest benefit in pay status
during a 3−year period shall be considered the benefit in pay status for such
period.

         (2) Second, to all other benefits (if any) of individuals under the
Plan which are guaranteed under the plan termination insurance provisions of
the Employee Retirement Income Security Act of 1974 determined without regard
to Section 4022B(a) of said Act.

         (3) Third, to all other nonforfeitable benefits under the Plan.

         (4) Fourth, to all other benefits under the Plan.

     (b) (1) The amount allocated under any of the preceding subsections of
this Section 2 with respect to any benefit shall be properly adjusted for any
allocation of assets with respect to that benefit under a prior subsection of
this Section 2.

         (2) If the assets available for allocation under subsections (a)(1)
and (a)(2) are insufficient to satisfy in full the benefits of all individuals
which are described in such subsections, the assets shall be allocated pro rata
among such individuals on the basis of the present value (as of the termination
date) of their respective benefits described in such subsections.

         (3) If the assets available for allocation under subsection (a)(3) are
not sufficient to satisfy in full the benefits of individuals described
therein:

             (i) Except as provided in subsection (b)(3)(ii), the assets shall
be allocated to the benefits of


                                      62
   91
                                                             Art. IX, 2(b)(3)(i)



individuals described in subsection (a)(3) on the basis of the benefits of
individuals which would have been described in subsection (a)(3) under the Plan
as in effect at the beginning of the 5−year period ending on the date of the
Plan's termination.

             (ii)    If the assets available for allocation under subsection
(b)(3)(i) are sufficient to satisfy in full the benefits described therein
(without regard to this subsection (b)(3)(ii)), then for purposes of subsection
(b)(3)(i), benefits of individuals described therein shall be determined on the
basis of the Plan as amended by the most recent Plan amendment effective during
such 5−year period under which the assets available for allocation are
sufficient to satisfy in full the benefits of individuals described in
subsection (b)(3)(i) and any assets remaining to be allocated under such
subsection shall be allocated under subsection (b)(3)(i) on the basis of the
Plan as amended by the next succeeding Plan amendment effective during such
period.

     (c) If the Secretary of the Treasury determines that the allocation made
pursuant to this Section 2 results in discrimination prohibited by Section
401(a)(4) of the Internal Revenue Code of 1986, or as may be subsequently
amended, then, if required to prevent the disqualification of the plan (or any
trust under the plan) under Section 401(a) or 403(a) of such Code the assets
allocated shall be reallocated to the extent necessary to avoid such
discrimination.

     (d) In the event of termination or partial termination of the Plan, the
right of all affected employees to benefits accrued to the date of such
termination, partial termination or discontinuance, to the extent funded as of
such date, are nonforfeitable.

     (e) Anything in the Plan to the contrary notwithstanding, it shall not be
possible at any time prior to the satisfaction of all liabilities with respect
to

                                      63
   92
Art. IX, 2(e)



employees under the plan for any part of the corpus or income of the Pension
Fund to be used for, or diverted to purposes other than the exclusive benefit
of employees. After satisfaction of all liabilities to participants and
beneficiaries under the Plan, any residual assets of the Pension Fund will be
distributed to the Corporation if the distribution does not contravene any
applicable provision of law.

SECTION 3.    MERGER OR CONSOLIDATION

In the case   of any merger or consolidation with, or transfer of assets or
liabilities   to, any other plan after September 2, 1974, each participant in the
Plan would,   if the Plan then terminated, receive a benefit immediately after
the merger,   consolidation, or transfer which is equal to or greater than the
benefit the   participant would have been entitled to receive immediately before
the merger,   consolidation, or transfer, if the Plan had then terminated.

                                     ARTICLE X

                                    DEFINITIONS

1. EMPLOYEE

     (a) Any person regularly employed in the United States by the Corporation
or by a wholly−owned or substantially wholly−owned domestic subsidiary in
accordance with I.R.C. Section 414(b), (c), and (m) thereof, including:

         (1) hourly−rate persons employed on a full time basis;

         (2) hourly−rate persons on incentive pay plans;

         (3) students from educational institutions who are enrolled in
             cooperative training courses on hourly rate;


                                        64
   93
                                                                Art. X, 1(a)(4)




         (4) part−time hourly−rate employees who, on a regular and continuing
basis, perform jobs having definitely established working hours, but the
complete performance of which requires fewer hours of work than the regular
work week, provided such employees work one−half or more of the employing
unit's regular work week;

         (5) hourly−rate employees of Delco Electronics Corporation (DEC);

         (6) represented employees of the Saturn Corporation who have made a
positive election to participate in the GM Plan pursuant to the Memorandum of
Agreement dated October 16, 1993.

     (b) The term "employee" shall not include:

         (1) temporary employees;

         (2) part−time employees, who work less than one−half of the employing
unit's work week;

         (3) employees represented by a labor organization which has not signed
an agreement making this Plan applicable to such employees;

         (4) employees of any directly or indirectly wholly−owned or
substantially wholly−owned subsidiary of the Corporation acquired or formed by
the Corporation on or after January 1, 1984, except as provided under (a)(6)
above;

         (5) leased employees as defined under Section 414(n) of the Internal
Revenue Code.

2. TRUSTEE OR INSURANCE COMPANY

The bank or banks, trust or insurance company or companies or any combination
thereof designated by a trust agreement or contract as the medium for financing
the Plan.


                                      65
   94
Art. X, 3




3. SENIORITY

Seniority means the period following the most recent date of hire by the
Corporation and subsequent to which there has been no loss of credited service
(as loss of credited service is defined in the Plan), or if the employee is
represented under a collective bargaining agreement seniority will be as
defined in such agreement. An employee who is rehired on or after October 1,
1984, and thereby has the pension discontinued, but does not have seniority
reinstated, shall be deemed, solely to satisfy purposes of The General Motors
Hourly−Rate Employees Pension Plan, to have seniority while so employed.

4. FEDERAL SOCIAL SECURITY BENEFIT

A Federal Social Security benefit for disability or an unreduced Federal Social
Security benefit for age means a benefit determined and payable under Title II
of the Federal Social Security Act, as now in effect or as hereafter amended,
without any reduction being made therefrom based on the age of the recipient.

 5. TRUST FUND; PENSION FUND; INSURED FUND

The General Motors Hourly−Rate Employees Pension Plan fund established by
payments made by the Corporation in accordance with Article V herein. Such
fund therein called the trust fund shall be comprised of either a pension fund
or insured fund, or a combination thereof.

 6. BASE HOURLY RATE

For the purpose referred to in Section 6(g) of Article II of this Plan only,
Base Hourly Rate shall be the higher of:

     (a) the employee's highest straight−time hourly rate, or


                                      66
   95
                                                                    Art. X, 6(b)




     (b) for an employee who worked on incentive or piece work in at least 4
pay periods, the employee's average earned straight−time hourly rate for the
first 4 pay periods (or, if higher, for the last 4 pay periods) for which such
employee had any incentive earnings (provided, however, that if the employee
worked in less than 4 pay periods but during each such pay period worked, such
employee worked on incentive or piece work, the employee's average earned
straight−time hourly rate for such pay periods worked shall be used)

during the last 13 consecutive pay periods ending with the pay period which
includes the last day worked, plus any cost−of−living allowance in effect with
respect to the employee's last day worked for the Corporation.

 7. BASIC BENEFIT

The monthly benefit payable under the Plan for the lifetime of a retired or
separated employee, including a benefit reduced by a percentage because of
early retirement. The term "basic benefit" shall not include any temporary
benefit, special benefit, or supplement payable under the Plan.

 8. AGE 62 AND ONE MONTH

"Age 62 and one month" means age 62 and one month except that for purposes of
determining the month for which the temporary benefit provided in Article II,
Section 4 and the early retirement and interim supplements provided in Article
II, Section 6 shall cease and the month for which the basic benefit is
redetermined in accordance with Article II, Section 4, it shall mean age 62 if
both a temporary benefit, early retirement supplement, or interim supplement
under the Plan and a benefit under the Federal Social Security Act could
otherwise be payable.


                                      67
   96
Art. X, 9




9. ACTUARIAL VALUE

The actuarial value as of any determination date shall be calculated on the
basis of the UP−84 mortality table and the applicable interest rate used by the
Pension Benefit Guaranty Corporation (PBGC) as of the first day of the plan
year preceding the determination date.



                                      68

   97
                                                                     Appendix A




                                   APPENDIX A

                      (HOURLY−RATE EMPLOYEES PENSION PLAN)

A Benefit Class Code for the sole purpose of this Plan is hereby established
for each job classification in effect on September 14, 1993 on the basis of the
maximum base hourly rate (which term as used herein shall include incentive
earnings unless otherwise noted) applicable to the job classification on that
date, as follows:



                           For Job Classifications              Benefit
                              Having a Maximum                   Class
                             Base Hourly Rate of                 Code

On or after                           Less than $16.16          A
September 14, 1993         $16.16 but less than $16.38          B
but prior to               $16.38 but less than $17.31          C
October 24, 1993           $17.31 and over                      D

On or after                           Less than $17.98          A
October 24, 1993           $17.98 but less than $18.21          B
                           $18.21 but less than $19.17          C
                           $19.17 and over                      D


     (1) The Benefit Class Code applicable to an employee is the Benefit Class
Code for the job classification held by the employee for the greatest number of
calendar days during the 24 consecutive months immediately preceding the last
day worked.

     (2) The Benefit Class Code to be established for any new job
classification put into effect after September 14, 1993 shall be whichever
Benefit Class Code is applicable to other job classifications having the same
maximum base hourly rate on the date that such new job classification is put
into effect. With respect to a job classification that was obsolete as of
September 14, 1993 a hypothetical maximum base hourly rate applicable thereto
shall be determined by increasing the maximum base hourly rate for that job


                                      69
   98
Appendix A(2)



classification at the time of its discontinuance to the extent necessary so as
to give effect to general wage increases (including cost−of−living allowance
transfers) that have occurred since such discontinuance, and the Benefit Class
Code for such classification so derived shall be whichever Benefit Class Code
herein is applicable to other job classifications having the same maximum base
hourly rate on that date.

     (3) For purposes hereof, the maximum base hourly rate of a job
classification paid on a day−work basis at any plant or facility shall be the
maximum straight−time hourly rate for that job classification at such plant or
facility (excluding any cost−of−living allowance and premiums).

     (4) The maximum base hourly rate of a job classification in effect on
September 6, 1967 and paid under an incentive method of pay at any plant or
facility shall be the average straight−time hourly earned rate (including
incentive earnings and any wage increases and cost−of−living allowance
transfers which, as of September 6, 1967, were not factored in the base rate of
the job classification but excluding any cost−of−living allowance and premiums)
for all hours worked by all employees in that job classification at such plant
or facility for the period beginning September 5, 1966, and ending September 3,
1967, plus any wage increases and cost−of−living allowance transfers effective
for that job classification subsequent to September 6, 1967.

In the event an employee is transferred to a job which results in a lower basic
benefit rate, such employee's vested pension benefit, if any, shall not be less
than the amount of such employee's accrued pension benefit on the date of such
transfer to such job.


                                      70
   99
                                                                      Appendix B

For the sole purpose of Article III, Section 5 of the Plan, all approved job
classifications set forth in the Local Wage Agreements as of September 14, 1973
of the Central Foundry Plants (currently GM Powertrain) − Danville, Illinois,
Defiance, Ohio, Malleable Iron and Grey Iron, Saginaw, Michigan, are designated
foundry jobs at the respective plant locations except for those job
classifications listed herein for each such respective plant location. No
other job classifications shall be designated foundry jobs.

     GM POWERTRAIN, DANVILLE, ILLINOIS

             Bulldozer, Operator
             Bus Person
             Cashier
             Cook
             Crane Operator, Locomotive
             Crane Operator−Yard & Bridge
             Driver − Licensed Trucks − Tractor & Trailer
             End Loader Operator
             Kardex Clerk
             Kitchen Help
             Pattern & Maintenance Clerk
             Pattern Storage and Transport
             Salvage Reclaimer
             Scrap Cutter − Torch
             Shipping Clerk
             Sprue Crane Hook Up
             Stock Room Clerk
             Stock Room and Receiving
             Warehouse Attendant
             Window Washer
             Yard Labor
             Yard Switchperson
             Garage Mechanic
             Machinist
             Pattern Maker, Wood & Metal
             Power House Operator


                                      71
   100
Appendix B




     GM POWERTRAIN, DEFIANCE, OHIO
             Bus Person
             Cashier
             Clerk − Pattern and/or Maintenance
             Cook
             Crane Operator − Locomotive
             Dispatcher − Materials
             Driver − Licensed Trucks − Tractor
               and Trailer − Semi
             Heavy Equipment Operator
             Inspection Department − Inspection
               (Special Assignment)
             Kitchen Help
             Locomotive Operator
             Safety Equipment Repair
             Salvage Reclaimer
         (2) Shipping Clerk
             Yard Labor
             Blacksmith
             Casting Layout
         (3) Garage Mechanic
         (1) Machinist
             Pattern Maker − Leader
             Pattern Maker − Wood & Metal
             Shift Operating Engineer
             Tool Grinder

         (1) Designated as a foundry job only for those employees so classified
             who work in Plant 2, 816 Department.

         (2) Designated as a foundry job only for those employees so classified
             who work in Plant #1, 539 Department.

         (3) Designated as a foundry job only for those employees so classified
             who work in Plant #2 816 Department, Battery Charge Area.


                                      72
   101
Appendix B




     GM POWERTRAIN MALLEABLE IRON PLANT,
      SAGINAW, MICHIGAN
             Bull Dozer Operator
             Bus Person
             Cashier
             Clerk − Pattern and Maintenance
             Cook
             Crane Operators − Locomotive
             Driver−Licensed Trucks, Tractor,
               and Trailer
             Kitchen Help
             Salvage Reclaimer
             Stock Room and Receiving
             Yard Labor
             Blacksmith
             Core and/or Mold Maker − Experimental −
               Bench & Floor
             Garage Mechanic
             Inspector − Layout
             Machinist − Maintenance
             Machinist − Miscellaneous
         (1) Machinist − Pattern
             Pattern Maker − Leader
             Pattern Maker − Wood and Metal
             Power House Operator

         (1) Designated as a foundry job only for those employees so classified
             who work in Department 16.



                                      73
   102
Appendix B




     GM POWERTRAIN GREY IRON PLANT,
      SAGINAW, MICHIGAN
        (1) Attendant − Pattern Storage
             Attendant − Pattern Storage − Leader
             Clerks − Receiving − (Includes
               Inspectors)
             Crane Hooker or Signal Person
             Crane Operator − Locomotive
             Crib Attendant − Maintenance
             Crib Attendant − Pattern Shop
             Drill Press Operator
             Driver − Licensed Passenger Cars
             Drivers − Licensed Trucks −
               Receiving & Yard
         (1) Equipment Operator − Special
               (Including Bay City Shovel,
               Bull Dozer, Pay Loader
               Shovel Operator)
             Field Sand Gasoline Locomotive
               Operator
             Flask Repair − Metal Flask
             Flask Repair − Metal Flask − Leader
             Gardener
             Laborer − Yard − Maintenance − Leader
             Labor − Yard − Maintenance −
               Railroad Track Repair
             Locker Room Attendant
             Milling Machine Operator − Driers
         (2) Oiler − Machinery, Equipment and Motors
             Power House Attendant
             Receiving Department − Leader
             Salvage − Flash Cutter
             Crane Repair − (Also Operates Crane)
             Crane Repair − Leader
             Die Repair
             Flask Welder
             Grinder − Cutter
             Grinder Operator − Blanchard
             Inspector − Layout



                                      74
103
                                                                  Appendix B



  GM POWERTRAIN GREY IRON PLANT,
   SAGINAW, MICHIGAN (CONT'D.)
          Machine Repair − Machinist − Maintenance−
            Leader
          Machine Repair − Machinist − Maintenance
          Machine Repair − Machinist − Pattern Shop
          Power House − Engineer − Class "B"
          Power House − Fireperson
          Power House − Repair
          Power House − Repair − Leader
          Truck Repair − Gas
          Truck Repair − Gas − Leader
          Truck Repair − Gas and Electric
      (3) Welder − Maintenance − Gas & Arc
          Welder − Tool and Die

      (1) Designated a foundry job only for credited service accrued on and
          after July 27, 1987.

      (2) Not designated as a foundry job for those employees so classified
          who work in Department 32.

      (3) Not designated as a foundry job for those employees so classified
          who work in Department 30.



                                   75
   104
Appendix B




                                   APPENDIX B

Any job classification in effect at a plant specified in Appendix B that was
discontinued at such plant prior to September 14, 1973 shall be designated a
foundry job if the work that was performed by employees on such discontinued
job classification shall conform substantially to work performed at the same
plant by employees on a job classification designated as a foundry job for such
plant.



                                      76
  105
                                                                    Appendix C




                                  APPENDIX C

For the sole purpose of Article III, Section 7 of the Plan, only those job
classifications specifically listed herein, which are set forth in the Local
Wage Agreement in effect as of October 1, 1979 at Delco Moraine Division,
Dayton, Ohio, may be designated asbestos jobs. Such designation as an asbestos
job will apply only to these classifications at the above−specified plant
location under the conditions specifically set forth herein. No other job
classifications shall be designated asbestos jobs.

        DELCO MORAINE DIVISION, DAYTON, OHIO

            The following job classifications involved
            in the blending and processing of raw
            asbestos are designated asbestos jobs for
            employees so classified who are assigned to
            Departments 73M, 515, 523, and 530.
                Experimental Lining
                Extruding Machine Operator
                Janitors
                Job Setter
                Lining−Grinder
                Machine Cleaners
                Preform of Disc Brake Linings
                Production Heat Treat Linings
                Protective Coating Operator
                Sensor Riveters
                Stock Handler
                Weigh and Mix Materials



                                     77
   106
Standards




  STANDARDS FOR APPLICATION OF PROVISIONS REGARDING RETIREMENT UNDER MUTUALLY
                            SATISFACTORY CONDITIONS

                           GENERAL MOTORS HOURLY−RATE
                             EMPLOYEES PENSION PLAN

Article II, Section 2(b) of the General Motors Hourly−Rate Employees Pension
Plan provides that an employee may be retired early under mutually satisfactory
conditions providing such employee is otherwise eligible. The following
standards have been adopted by the Corporation as a guide in the application of
this provision.

                                   STANDARDS

     A. An employee who is unable to work efficiently by reason of permanent
disability:

     The retirement must be in the best interest of the Corporation. It is
also intended to benefit employees who are unable to work efficiently by reason
of permanent disability. It contemplates that the efficiency of operation will
be improved by reason of the retirement which may be the case in any of the
following situations:

         (1) The employee is no longer physically or mentally capable of
performing such employee's work in an efficient and satisfactory manner.

         (2) The employee, though still capable of performing such employee's
work satisfactorily, is prevented by chronic physical illness or physical
disability (less than total) from working regularly to the extent that
efficiency of operation is interfered with.

         (3) The employee's condition, based on medical evidence satisfactory
             to the Corporation, is such that,



                                      78
   107
                                                                        Standards



although able to perform the duties of such employee's job efficiently and
satisfactorily, such employee would thereby be jeopardizing personal health or
that of fellow employees.

         (4) The employee is on disability leave or is laid off because such
employee is unable to do the work offered by the Corporation efficiently and
satisfactorily although able to perform efficiently and satisfactorily other
work in the plant to which the employee would have been entitled if such
employee had sufficient seniority, and the employee's condition, based on
medical evidence satisfactory to the Corporation, is expected to be continuous
until normal retirement age.

     B.   An employee who is laid off:

     Retirement under mutually satisfactory conditions will be available to an
employee who is laid off

          (i) as a result of a plant closing or discontinuance of operations, or

          (ii)    whose layoff appears to be permanent,

     and in either case has not been offered suitable work by the Corporation
in the same labor market area.



                                         79
   108
Statement




                               STATEMENT OF INTENT

Notwithstanding the provisions of Exhibit A, Section 3(c) of The General Motors
Hourly−Rate Employees Pension Plan; Exhibit D, Articles V and VI of the
Supplemental Unemployment Benefit Plan, and the Items Agreed to by GM−UAW SUB
Board of Administration; and Exhibit E, Section 6(a) of the Guaranteed Income
Stream Benefit Program, which deal with local union representatives for each of
these benefit plan areas, the Corporation and the Union agree as follows:

     1.   APPOINTMENT OF BENEFIT REPRESENTATIVES

         (a) Local union benefit representative(s) and alternate(s) shall be
appointed or removed by the GM Department of the International Union.
Management benefit representative(s) shall be appointed or removed by
management.

         (b) Temporary replacement appointments may be made by the local union
President for a minimum of one week and a maximum of four weeks. Replacement
appointments for any absence in excess of four weeks also shall be made by the
GM Department of the International Union. Replacement appointments in
situations when the benefit representative(s) and alternate(s) are both absent
but for less than one week and are on a leave of absence pursuant to the
provisions of Paragraph 109 of the GM−UAW National Agreement may be made by the
local union President. Any problems that may arise under this procedure may be
discussed by the Corporation with the GM Department of the International Union.

         (c) A local union benefit representative shall be an employee of the
Corporation having at least one year of seniority, and working at the plant
where, and at the time when, such employee is to serve as such



                                       80
   109
                                                                      Statement



representative or alternate. No such representative or alternate shall
function until written notice has been given by the GM Department of the
International Union to the Corporation. In the case of temporary appointments,
the notice should be given to local Management with additional copies forwarded
to the GM Department of the International Union and the Corporation.

     2.   NUMBER OF LOCAL UNION BENEFIT
          REPRESENTATIVES

         (a) In plants having a total of less than 600 employees, there may be
one local union benefit representative and one alternate.

         (b) In plants having a total of 600 but less than 1,200 employees,
there may be two local union benefit representatives and two alternates.

         (c) In plants having a total of 1,200 but less than 2,000 employees,
there may be three local union benefit representatives and three alternates.

         (d) In plants having a total of 2,000 but less than 5,000 employees,
there may be four local union benefit representatives and three alternates. If
such plants have a total of 1,400 or more employees on the second and third
shifts combined, there may be five local union benefit representatives and two
alternates.

         (e) In plants having a total of 5,000 but less than 8,000 employees,
there may be five local union benefit representatives and two alternates.

         (f) In plants having a total of 8,000 but less than 10,000 employees,
there may be six local union benefit representatives and two alternates.

         (g) In plants having a total of 10,000 or more employees, there may be
seven local union benefit representatives and two alternates.


                                       81
   110
Statement




         The number of employees as used herein shall include active employees,
employees on sick leave of absence, and employees on temporary layoff.

     3. Of the total number of local union benefit representatives and
alternates otherwise available, one or more representatives and alternates may
be assigned to the second shift or third shift so long as the total number of
representatives and alternates set forth in Paragraph 2. above is not exceeded.

     4. When plant population changes occur which would increase or decrease
the number of local benefit plan representatives, such population changes must
be in effect for a period of six consecutive months before such adjustment is
made in the number of representatives, unless such population change results
from the discontinuance or addition of a shift or the opening or closing of a
plant. In the event of a cessation of operations, the Corporation, at the
request of the UAW General Motors Department of the International Union, will
provide for the continuance of Benefit Representation. Other situations
involving a sudden significant change in the number of employees at a location
may be discussed by the Corporation and the GM Department of the International
Union.

     5. Benefit Plan districts will be established by local mutual agreement.
Only one local union benefit representative will function in a benefit district
and will handle specified benefit plan problems raised by employees within that
district pertaining to the Pension Plan, Life and Disability Benefits Program,
Health Care Program, Supplemental Unemployment Benefit Plan, and Guaranteed
Income Stream Benefit Program agreements. An alternate will be permitted to
function in the absence of a local benefit plan representative on the benefit
plan representative's shift.

     6. Any local union benefit representative may function as the member of
the local Pension



                                      82
   111
                                                                       Statement



Committee, as the member of the local Supplemental Unemployment Benefit
Committee, as a member of the Guaranteed Income Stream Benefit Committee or
handle benefit problems under the Life and Disability Benefits Program and the
Health Care Program with respect to employees in such representative's Benefit
Plan district. An alternate may function in the absence of a local union
benefit representative.

     7. The time available to a local union benefit representative and
alternate with respect to a Benefit Plan district may not exceed eight (8)
regular working hours of available time in a day.

         (a) On a local union benefit representative's regular shift and
without loss of pay, a local union benefit representative(s) may accompany the
management benefit representative for a mutually agreeable joint off−site visit
to a local hospital, an impartial medical opinion clinic or a health
maintenance organization, or other similar type joint ventures, with respect to
benefit plan matters.

         (b) A local union benefit representative attending a scheduled
Management−Union Benefit Plan meeting on a shift other than the
representative's regular shift will be paid for time spent in such meeting.

         (c) One local union benefit representative attending the local union
retiree chapter meeting will be paid for time spent in such meeting.

         (d) The time spent in such local union retiree chapter meetings,
off−site visits or Management−Union Benefit Plan meetings will not result in
additional hours which exceed regularly scheduled shift hours, overtime
premiums or an increase in representation time being furnished as a result of
the representative(s) not working a full shift on the representative's regular
shift.



                                      83
   112
Statement




     8. The local union benefit representative shall be retained on the shift
to which the representative was assigned when appointed as such representative
regardless of seniority, provided there is a job that is operating on the
representative's assigned shift which the representative is able to perform.

     9. The Benefit Plans − Health and Safety office may be used by local
union benefit representatives during their regular working hours:

         (a) To confer with retirees, beneficiaries, and surviving spouses who
ask to see a local union benefit representative with respect to legitimate
benefit problems under the Pension Plan, Life and Disability Benefits Program
and Health Care Program Agreements.

         (b) If the matter cannot be handled appropriately in or near the
employee's work area, to confer with employees who, during their regular
working hours, ask to see a local union benefit representative with respect to
legitimate benefit problems under the Pension, Life and Disability Benefits,
Health Care, SUB, and GIS Agreements.

         (c) To confer with employees who are absent from, or not at work on,
their regular shift and who ask to see a local union benefit representative
with respect to legitimate benefit problems under the Pension, Life and
Disability Benefits, Health Care, SUB, and GIS Agreements.

         (d) To write position statements and to complete necessary forms with
respect to a case being appealed to the Pension, SUB, or GIS Boards by an
employee in the local union benefit representative's Benefit Plan district, and
to write appeals with respect to denied life, health care, and disability
claims involving employees within the representative's Benefit Plan district.


                                      84
   113
                                                                       Statement




         (e) To file material with respect to the Pension, Life and Disability
Benefits, Health Care, SUB and GIS Agreements.

         (f) To make telephone calls with respect to legitimate benefit
problems raised by employees under the Pension, Life and Disability Benefits,
Health Care, SUB, and GIS Agreements.


                                      85


   114



                          [INTENTIONALLY LEFT BLANK]




                                      86
115

                 LETTER
               AGREEMENTS



                  87

116



      [INTENTIONALLY LEFT BLANK]




                  88
   117
                                                             Workers Compensation


                           GENERAL MOTORS CORPORATION

                                                                 October 24, 1993

International Union, United Automobile,
     Aerospace and Agricultural Implement
     Workers of America, UAW
8000 East Jefferson Avenue
Detroit, Michigan 48214

Attention:    Mr. Stephen P. Yokich
              Vice President and Director
              General Motors Department

Dear Mr. Yokich:

This letter of agreement constitutes an amendment to the 1993 GM−UAW Pension
Plan and shall be construed and applied as if it were therein incorporated.

Pursuant to Subsection 354(14) of the Michigan Workers Compensation Act, as
amended, until termination or earlier amendment of the 1993 Collective
Bargaining Agreement, workers compensation for employees shall not be reduced
by disability retirement benefits payable under the Hourly−Rate Employees
Pension Plan.

                                   Very truly yours,

                                   GENERAL MOTORS CORPORATION


                                   Gerald A. Knechtel
                                   Vice President


Accepted and Approved:

INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT
WORKERS OF AMERICA, UAW

By:   Stephen P. Yokich


                                       89
   118
Lump−Sum Payment




                           GENERAL MOTORS CORPORATION

                                                                October 24, 1993

International Union, United Automobile,
     Aerospace and Agricultural Implement
     Workers of America, UAW
8000 East Jefferson Avenue
Detroit, Michigan 48214

Attention:    Mr. Stephen P. Yokich
              Vice President and Director
              General Motors Department

Dear Mr. Yokich:

During these negotiations the parties agreed upon certain lump−sum payments to
be made to eligible retirees and surviving spouses.

Lump−sum payments would be made, on the basis described below, by Corporation
check or draft paid directly to retired employees and surviving spouses.

     1.   The following persons will be eligible for lump−sum payments:

          (a) employees who retired prior to October 1, 1993 under the terms of
              Article II, Sections 1, 2 or 3 of the Plan and who are receiving
              benefits from the Plan as of the first of the month for which a
              lump−sum payment would be made.

          (b) eligible surviving spouses of employees who retired under the
              terms of Article II, Sections 1, 2 or 3 of the Plan prior to
              October 1, 1993, or surviving spouses eligible for a benefit prior
              to September 14, 1993 pursuant to Article II, Section 5(g) of the
              Plan (excluding surviving spouses of former employees who broke
              seniority and who are eligible for a deferred pension), or
              surviving spouses eligible for a benefit


                                       90
   119
                                                                  Lump−Sum Payment



               under Article II, Section 8(d) and who are eligible for a pension
               benefit from the Plan as of the first of the month for which a
               lump−sum payment would be made.

      2.   Amount of Benefit:

           (a) a maximum payment of $570 will be made to retired employees with
               thirty or more years of credited service. The payment to
               pensioners with less than thirty years of credited service will be
               $19 per year of credited service (with a proportional amount for
               fractional years) or a minimum payment of $190.

           (b) eligible surviving spouses will receive 60% of the amount that
               would have been payable to the retired employee under (a) above.

      3.   Dates of Payment: December 1994 and December 1995.

Please indicate your concurrence in the proposed lump−sum payments arrangement
and other provisions of this letter.

                                    Very truly yours,

                                    GENERAL MOTORS CORPORATION


                                    Gerald A. Knechtel
                                    Vice President

Accepted and Approved:

INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT
WORKERS OF AMERICA, UAW

By:   Stephen P. Yokich


                                        91
   120
Misc. (Benefits Training and Education)




GENERAL MOTORS CORPORATION

                                                                 October 24, 1993


International Union, United Automobile
  Aerospace and Agricultural Implement
  Workers of America, UAW
8000 East Jefferson Avenue
Detroit, MI 48214

Attn:    Mr. Stephen P. Yokich
         Vice President and Director
         General Motors Department

Dear Mr. Yokich:

During these negotiations, the parties renewed their commitment to provide
on−going training programs for Company and Union Benefit Representatives so as
to improve the quality of service provided to hourly employees. The parties
also recognized the importance of communications programs aimed at educating
employees about their benefits.

It was agreed that such training and education programs will be developed
jointly and the cost of developing and implementing such programs properly will
be paid from the National Joint Skill Development and Training Fund as approved
by the Executive Board for Joint Activities. These include, but are not
limited to, the following:

     o   The annual joint GM−UAW Benefits Training Conference.

     o   Continuing education program for Union Benefit Representatives
         provided by the parties. Such program is expected to be implemented
         beginning in 1994 or as soon thereafter as practicable.

     o   Conduct periodic on−site plant surveys and audits to evaluate training
         and education needs to improve employee service.



                                       92
   121
                                          Misc. (Benefits Training and Education)




     o   Ad hoc training meetings on legal developments or other special needs.

Included also are any travel, lodging and living expenses incurred by Company
and Union representatives in relation to the above. In addition, the Fund will
pay for lost time (eight hours per day base rate plus COLA) of Union Benefit
Representatives attending such programs away from their locations. The Company
will pay for the time (eight hours per day base rate plus COLA) of alternate
Union Benefit Representatives who replace those attending such programs.

                                   Very truly yours,

                                   GENERAL MOTORS CORPORATION


                                   Gerald A. Knechtel
                                   Vice President


Accepted and Approved:

INTERNATIONAL UNION, UNITED AUTOMOBILE,
AEROSPACE AND AGRICULTURAL IMPLEMENT
WORKERS OF AMERICA, UAW

By: Stephen P. Yokich



                                      93
   122




Misc. (Improving Benefits Service Through Technology)

GENERAL MOTORS CORPORATION

                                                                 October 24, 1993

International Union, United Automobile
  Aerospace and Agricultural Implement
  Workers of America, UAW
8000 East Jefferson Avenue
Detroit, MI 48214

Attn:     Mr. Stephen P. Yokich
          Vice President and Director
          General Motors Department

Dear Mr. Yokich:

During these negotiations, the parties recognized the need to move ahead with
the development of technological applications to improve the quality of service
provided to hourly employees.

     1.   The parties recognize the need to provide the necessary tools to Local
          Union Benefit Representatives so that they may improve the service
          they are providing to hourly employees. Local Union Benefit
          Representatives require basic information that can be accessed quickly
          in order to confidently and accurately answer many of the questions
          they receive. In addition, the removal of benefit administrators from
          the plants, has removed a traditional source of specific benefit
          information regarding their members which previously had been
          available to the Local Union Benefit Representatives. The information
          required, as identified by the Union, currently resides in several
          data systems which would have to be adapted for use by the Local Union
          Benefit Representatives. It would be necessary to incorporate systems
          modifications to assure security and to limit access to information
          for UAW hourly employees at their particular location.

     2.   The GM Department of the International UAW and the GM Employee
          Benefits activity jointly will develop a proposal covering the
          hardware and software requirements associated with this effort. Upon
          approval by the Executive Board of


                                        94
   123
                            Misc. (Improving Benefits Service through Technology)



          Joint Activities, the cost of development, installation and training,
          will be charged to the National Joint Skill Development and Training
          Fund. It is contemplated the required system modifications will be
          implemented during 1994 or as soon as practicable.

     3.   The parties recognize the opportunity for a significant improvement in
          service to hourly employees contemplating retirement. Therefore, the
          parties agreed to investigate enhancing the current automated pension
          estimating application for hourly employees. The cost of these
          enhancements will be considered as costs of administration chargeable
          to the Pension Plan.

     4.   The parties also agreed to explore the implementation of a telephone
          based annual open enrollment in health care with emphasis on a
          paperless system.

     5.   The parties further agreed to continue to provide hourly employees
          with the use of a Voice Response System for inquiry and transactions
          in the Personal Savings Plan.

In conclusion, during the term of the new Agreement, the GM Employee Benefits
activity and the GM Department of the International UAW pledge to carefully
consider every opportunity to improve the quality and efficiency in benefits
delivery.

                                        Very truly yours,

                                        GENERAL MOTORS CORPORATION


                                        Gerald A. Knechtel
                                        Vice President


Accepted and Approved:

INTERNATIONAL UNION, UNITED AUTOMOBILE,
AEROSPACE AND AGRICULTURAL IMPLEMENT
WORKERS OF AMERICA, UAW

By: Stephen P. Yokich


                                       95


</TEXT>
</DOCUMENT>
1
                                                EXHIBIT 10(b)



           GENERAL MOTORS CORPORATION



       GENERAL MOTORS RETIREMENT PROGRAM
             FOR SALARIED EMPLOYES




     (AS AMENDED EFFECTIVE OCTOBER 1, 1990
    WITH MODIFICATIONS THROUGH APRIL 1, 1991)
   2


                                TABLE OF CONTENTS




                                                                          PAGE NO.

Index to Program                                                             (ii)

Eligibility for Retirement                                                     2


Part A −− Non−Contributory Benefits                                            5

         Article I −    Benefit Amounts                                        5

         Article II −   Credited Service (Applicable to Benefits Under
                        Part A and Supplementary Benefits Under Part B)       41

         Article III − Retention of Deferred Retirement
                       Benefit if Separated                                   56


Part B −− Contributory Benefits                                               59

         Article I −    Provisions Relating to Primary Benefits
                        and Supplementary Benefits                            59

         Article II −   Provisions Relating Specifically to
                        Primary Benefits                                      77

         Article III − Provisions Relating Specifically to
                       Supplementary Benefits                                 83


General Provisions                                                            85


Appendix A − Designated Foundry Jobs                                         147


Appendix B − Designated Asbestos Jobs                                        151


Appendix C − Benefit Rates and Formula for
             GM Salaried Employes in Puerto Rico                             152




                                        (i)
   3

                                    INDEX TO
            GENERAL MOTORS RETIREMENT PROGRAM FOR SALARIED EMPLOYES




                                                                      PAGE NO.



Eligibility for Retirement                                                 2−4

                        PART A −− NON−CONTRIBUTORY BENEFITS

Basic Benefit, Applicable to:
         Benefits Commencing Prior to October 1, 1990                    33−40
         Deferred Retirement                                             56−58
         Early Retirement                                                 7−10
         Normal Retirement                                                5, 6
         Total and Permanent Disability Retirement                          10

Basic Benefit Amounts                                                        5

Benefit Class Codes                                                          6

Credited Service:
         Asbestos Service                                              55, 151
         Compensable Disability Leave                                       51
         Duplication                                                        51
         ERISA Service                                                   52−55
         Flexible Service                                               46, 86
         Foreign Service                                                50, 51
         Foundry Service                                           52, 147−150
         General                                                        41, 42
         Hourly Service                                                     50
         Layoff                                                         44, 45
         Length of Service                                                  46
         Loss of                                                        47, 48
         Military Leave                                                     43
         Noncompensable Disability Leave                                    44
         Prior to October 1, 1950                                           42
         Reinstatement                                                  48, 49
         Subsequent to October 1, 1950                                   43−46
         Temporary Employment                                           51, 86

Deferred Retirement:
         Benefits, Determination of                                      56−57
         Effective Date                                                     58
         Eligibility                                                        56
         Minimum Vesting Standards −− ERISA                              52−55

Pre−Retirement Survivor Coverage −− REA:
         Benefits, Determination of                                      20−22
         Duration                                                           20
         Effective Date                                                     21
         Eligibility                                                    20, 22
         Spousal Consent                                                    21




                                        (ii)
   4

                                INDEX − CONT'D.


                                                                     PAGE NO.


Qualified Domestic Relations Order                             6, 12, 14, 19,
                                                              21, 24, 58, 100

Reemployment                                                   48, 65, 94, 95

         Retirement, Automatic for Bona Fide Executive:
         Benefits, Determination of                                     5, 10
         Benefits, Payment of                                           93−98
         Eligibility                                                        2

Retirement, Early:
         Benefits, Determination of                                      7−10
         Benefits, Payment of                                           93−98
         Benefits, Redetermination of Basic                                 8
         Discharge For Cause                                           10, 26
         Eligibility                                                        3
         Reductions for Age                                               7−9

Retirement, Normal:
         Benefits, Determination of                                         5
         Benefits, Payment of                                           93−98
         Eligibility                                                        3

Retirement, Total and Permanent Disability:
         Benefits, Determination of                                    10, 11
         Benefits, Payment of                                           93−98
         Disability, Determination of                                      11
         Eligibility                                                        4
         Recovery From                                                 12, 48

Special Benefit                                                        31, 32

Supplement, Age−Service                                                    40

Supplement, Early Retirement:
         Benefits, Determination of                                     26−30
         Earnings Limitation                                           29, 30
         Eligibility                                                       26
         Limitation of 70% of Final Pay                                    30
         Payment of                                                     93−98
         Penalty Against                                                   29
         Recovery if Overpaid                                              30
         Redetermined if Commenced Prior to October 1, 1990                37




                                      (iii)
   5

                                INDEX − CONT'D.




                                                                  PAGE NO.

Supplement, Interim:
         Benefits, Determination of                                28−33
         Earnings Limitation                                      29, 30
         Eligibility                                              27, 28
         Employes Retired Prior to October 1, 1990                    38
         Limitation of 70% of Final Pay                               30
         Payment of                                                93−98
         Penalty Against                                              29
         Recovery if Overpaid                                         30

Supplement, Lifetime                                                  40

Surviving Spouse Benefits (Post−Retirement):
         After Employe's Retirement                                12−19
         Automatic Election                                       12, 13
         Cancellation Because of Death or Divorce                 12, 13
         Effective Date                                               13
         Election to Receive Full Amount of Future Increases          39
         Joint and Survivor for Disability −− ERISA                16−19
         Joint and Survivor Option                                 23−26
         Reduction of Basic Benefit                                   14
         Special Survivor Option                                  38, 39
         Spousal Consent                                              17
         Upon Marriage or Remarriage                              39, 40

Surviving Spouse Benefits (Pre−Retirement):
         Before Employe's Retirement                           15, 20−22
         Cancellation Because of Divorce                              21
         Effective Date                                           14, 21
         Reduction of Basic Benefit                               14, 22
         Spousal Consent                                              21

Temporary Benefits Applicable to:
         Benefits Commencing Prior to October 1, 1990             35, 36
         Benefits Commencing On or After October 1, 1990          10, 11

Treatment of Certain Employes Under Limited Early Retirement
         and Prior Program Provisions                            112−114

Vesting (See "Deferred Retirement")

Widow's Benefits (See "Surviving Spouse Benefits")



                                      (iv)
   6

                                INDEX − CONT'D.

                        PART B −− CONTRIBUTORY BENEFITS



                                                                  PAGE NO.

Contributions:
         Amount of Employe Contributions                                66
         Annuities                                                103, 105
         Corporation Contributions                                101, 102
         During Temporary Absence                                   79, 80
         Employes in Puerto Rico                                       109
         Interest Credits                                               81
         Limitation on Years of Employe Contributions                   66
         Retirement Under Hourly−Rate Pension Plan                      82
         Separation From Service Prior to Age 60                    77, 78
         While on Layoff                                            79, 80
         Withdrawal of Contributions                                66, 67

Credited Service                                                    59, 60

Death Benefits:
         Death of Employe At or After Retirement                    73, 74
         Death of Employe Prior to Retirement                           73

Deferred Retirement:
         Eligibility                                                56, 83
         If Reemployed                                                  49
         Minimum Vesting Standards −− ERISA                          52−55
         Retention of Primary Benefits if Separated                     77
         Retention of Supplementary Benefits if Separated               83

Optional Forms of Retirement Benefits:
         Joint and Survivor Option                                      68
         Surviving Spouse Coverage                                   68−72

Primary Benefits:
         Benefits Commencing Prior to October 1, 1990                74−76
         Benefits, Determination of                                     61
         Benefits, Payment of                                        93−98
         Continuous Service                                         90, 91
         Contributions                                              66, 67
         Eligibility                                                    59
         Retirement Under Electronic Data Systems (EDS)
           Pension Plan                                        83, 126−129
         Retirement Under Hourly−Rate Pension Plan                      82
         Separation From Service Prior to Age 60                    77, 78

Qualified Domestic Relations Order                          71, 73 74, 100


                                      (v)
   7

                                INDEX − CONT'D.


                                                                  PAGE NO.


Retirement, Automatic for Bona Fide Executive:
         Benefits, Determination of                                     61
         Benefits, Payment of                                        93−98
         Eligibility                                                     2

Retirement, Early:
         Benefits, Determination of                                  62−64
         Benefits, Payment of                                        93−98
         Eligibility                                                     3
         Reductions for Age                                          62−64

Retirement, Normal:
         Benefits, Determination of                                     61
         Benefits, Payment of                                        93−98
         Eligibility                                                     3

Retirement, Total and Permanent Disability:
         Benefits, Determination of                                     64
         Benefits, Payment of                                        93−98
         Disability, Determination of                                   11
         Eligibility                                                     4

Supplementary Benefits:
         Benefits Commencing Prior to October 1, 1990                74−76
         Benefits, Determination of                                     62
         Benefits, Payment of                                        93−98
         Eligibility                                                 59−61
         Retirement Under Electronic Data Systems (EDS)
           Pension Plan                                        84, 126−129
         Retirement Under Hourly−Rate Pension Plan                      84

Surviving Spouse Benefits:
         Before Employe's Retirement                                 69−72
         Benefits, Determination of                                     69
         Cancellation Because of Death or Divorce                   70, 71
         Duration of Option                                         71, 72
         Effective Date                                                 71
         General Provisions                                             70
         Optional Forms of Benefits                                 67, 68

Treatment of Certain Employes Under Limited Early Retirement
         and Prior Program Provisions                              112−114

Vesting (See "Deferred Retirement")

Widow's Benefits (See "Surviving Spouse Benefits")


                                      (vi)
   8

                                  INDEX − CONT'D.


                                 GENERAL PROVISIONS

                        (APPLICABLE TO PART A AND PART B)



                                                                        PAGE NO.


AC Rochester Products Division, Treatment of Certain Employes of         123, 124

Actuarial Value, Definition of                                                 92

Amendment, Provision for                                                      104

Annual Earnings Base                                                          111

Annual Limitation (Internal Revenue Code 415)                             134−139

Appeal Procedure for Denied Claims                                            133

Assignments and Loans                                                     99, 100

Average Monthly Base Salary, Definition of                                 88, 89

Base Salary, Definition of                                                     88

Commission Employes                                                  85, 110, 111

Continuous Service, Definition of                                          90, 91

Corporation Contributions                                                101, 102

Definitions, Program                                                        85−92

Delco Electronics Division, Treatment of Certain Employes of                  117

Detroit Diesel Allison Division, Treatment of Certain Employes of        122, 123

Electronic Data Systems (EDS), Treatment of Certain Employes of           126−130

Employes, Definition of                                                     85−87

Federal Income Tax Withholding                                                100

Federal Social Security Benefit, Definition of                             91, 92

Foreign Service, U.S. Employes In                                              85

Funding Requirements −− ERISA                                                 102

Gender, Definition of                                                          92

General Motors Institute, Treatment of Certain Employes of               116, 117

GM Balance Engineering Operation, Treatment of Certain Employes of       118, 119

GM Building Division/New York, Treatment of Certain Employes of          115, 116

                                       (vii)
   9

                                INDEX − CONT'D.


                                                                          PAGE NO.



GM Fanuc Robotics Corporation, Treatment of Certain Employes of               118

GM Industrial Cleaning Technology Center,
  Treatment of Certain Employes of                                            120

Government Employment, Treatment of Employes Returning From              131, 132

Health Care Coverages                                                         100

Hughes Aircraft, Treatment of Certain Employes of                             130

Hydra−Matic Division (Muncie Plant), Treatment of Certain Employes of         125

Income Protection Plan                                                           96

Life Insurance                                                                100

Marketing Educational Services Activity, Treatment of
  Certain Employes of                                                         121

Named Fiduciary −− ERISA                                                      133

Normal Retirement Age, Definition of                                             92

Overpayments, Repayment of                                                    100

Plan Administrator                                                            133

President's Executive Interchange Program                                     131

Program, Termination of                                                   104−107

Retirement Payments:
         Conversion of Deferred Vested Benefits to Lump Sum                97,   98
         Employment Beyond Age 70−1/2                                      96,   97
         Reemployment by Corporation                                       94,   95
         To Persons Other Than Retirees                                    96,   99

Saginaw Division's Actuator Products Group,
         Treatment of Certain Employes of                                     119

Salaried Employes Transferred to Hourly Rolls                                 132

Separate Plans for Employes Who Are Employed Outside U.S                         75

State Income Tax Withholding                                                  100

Terex Division, Treatment of Certain Employes of                              115

Top−Heavy Plan (Internal Revenue Code 416)                                139−145

Truck &Bus Group, Treatment of Certain Employes of                      120, 121

Workers Compensation, Deductions for Receipt of                                  99


                                       (viii)
   10

                       GENERAL MOTORS RETIREMENT PROGRAM
                             FOR SALARIED EMPLOYES

The General Motors Retirement Program for Salaried Employes provides
non−contributory benefits, as described in Part A, which are applicable to all
salaried employes. The Program also provides benefits, as described in Part B,
which are available to employes who contribute under the Program while
eligible. Provisions applicable to both Part A and Part B, including certain
defined terms used throughout the Program, are included in the General
Provisions which immediately follow Part B.

Except as expressly provided in Sections 7, 8 and 9 of Article I of Part A,
Section 7 of Article I of Part B, and Sections 2 and 7 of General Provisions,
the provisions set forth in this Program are applicable only to employes who
retire with benefits payable commencing on or after September 18, 1990, or who
have credited service on or after October 1, 1990. Employes retired with
benefits payable commencing prior to September 18, 1990 or who lost credited
service prior to October 1, 1990, or eligible surviving spouses, contingent
annuitants and beneficiaries of such employes, shall be entitled to the
benefits, if any, under the Program as it existed immediately prior to the
amendments which became effective as of September 18, 1990.

Notwithstanding the paragraph immediately above, the surviving spouse of any
employe who died after September 17, 1990 and prior to October 1, 1990, who is
otherwise eligible for monthly benefits under this Program, shall be considered
entitled to monthly benefits pursuant to Section 5 of Article I of Part A and,
if applicable, Section 5 of Article I of Part B; and any such employe shall be
considered eligible for credited service under Article II of Part A.




                                      1
   11


Sect. 1

                              ELIGIBILITY FOR RETIREMENT

Any separation from service, other than by death, will be considered, for
purposes of this Program, as a retirement if the separation occurs:

          (a)       (1)      at or after age 55 and prior to age 60 and the
                             employe has 10 or more years of credited service, or

                    (2)      prior to age 55 and the employe has 30 or more years
                             of credited service, and the employe's date of hire
                             is prior to January 1, 1988,

                    except that an employe to whom this subsection (a) applies who
                    is separated in a layoff classification will not be considered
                    a retirement until he loses credited service,

          (b)       at age 60 or over, or

          (c)       prior to age 65 because of total and permanent disability and
                    the employe is eligible to receive total and permanent
                    disability benefits under Part A.

SECTION 1.      AUTOMATIC RETIREMENT FOR BONA FIDE EXECUTIVE AT AGE 65

An employe shall be retired automatically on the first day of the month
coinciding with or next following the employe's attaining age 65 if that
employe is, for the 2−year period immediately before retirement, employed in a
bona fide executive or high policy−making position and whose annual retirement
benefits attributable to Corporation contributions under this Program shall
equal or exceed $44,000.

Such employe may continue in service beyond automatic retirement age only upon
invitation of the Corporation. This invitation requires action by the
Committee of the Board of Directors having jurisdiction over the activity by
which the employe is employed, or by the Board of Directors if the employe is a
member of the Board of Directors. Such invitation to continue work shall not
be for a period of more than one year at a time.

                                         2
   12

                                                                           Sect. 2


SECTION 2.     NORMAL RETIREMENT AT OR AFTER AGE 65

         An employe may retire at or after age 65 with one or more years of
         credited service.

SECTION 3.     RETIREMENT BETWEEN AGES 60 AND 65

         An employe may retire voluntarily at or after age 60 and prior to age
         65.

SECTION 4.     RETIREMENT PRIOR TO AGE 60

         (a)       An employe who has 10 or more years of credited service and
                   who is separated from service at or after age 55 and
                   prior to age 60 for any reason other than death or total and
                   permanent disability, shall be entitled to retirement benefits
                   determined under the provisions of this Program which are
                   applicable to an employe who retires voluntarily.

         (b)       An employe who (i) is hired prior to January 1, 1988,
                   (ii) has 30 or more years of credited service, and (iii) is
                   separated from service prior to age 55 for a neason
                   other than death or total and permanent disability, shall be
                   entitled to retirement benefits determined under the provisions
                   of this Program which are applicable to an employee who retires
                   voluntarily.




                                         3
   13

Sect. 5

SECTION 5.    RETIREMENT PRIOR TO AGE 65 DUE TO TOTAL
              AND PERMANENT DISABILITY

          An employe who has 10 or more years of credited service may be retired
          prior to age 65 for total and permanent disability. An employe shall
          be deemed to be totally and permanently disabled only if (i) he is not
          engaged in regular employment or occupation for remuneration or
          profit, and (ii) on the basis of medical evidence satisfactory
          to the Corporation the employe is found to be wholly and permanently
          prevented from engaging in regular employment or occupation with the
          Corporation at the location where he last worked for remuneration or
          profit as a result of bodily injury or disease, either occupational or
          non−occupational in cause, but excluding disabilities resulting from
          service in the armed forces of any country unless the employe becomes
          totally and permanently disabled after he has accumulated at least 5
          years of credited service following his separation from service in the
          armed forces.

SECTION 6.    RETIREMENT UNDER SECTION 11 OF THE GENERAL PROVISIONS

          An employe who has 10 or more years of credited service may be retired
          prior to age 62 under provisions set forth in Section 11 of the
          General Provisions of this Program.

SECTION 7.    EMPLOYES NOT IN ACTIVE SERVICE

          The absence of an employe (or former employe) from active service at
          the time such employe would be (or would have been) eligible to retire
          under the Program shall not preclude such employe's retirement without
          return to active service, provided that there has been no loss of
          credited service.



                                       4
   14


                                                                         A, Art. I


                      PART A −− NON−CONTRIBUTORY BENEFITS


                                     ARTICLE I

                                BENEFIT AMOUNTS


SECTION 1.   RETIREMENT AT OR AFTER AGE 65

          (a)      Any employe who shall have attained the age of 65, shall have
                   completed one or more years of credited service as provided
                   in Article II of this Part A, and shall cease active
                   service shall be entitled to receive a retirement benefit
                   under this Part A.

          (b)      The monthly benefit payable to an employe retired pursuant
                   to the provisions of Section 1(a) of this Article I with
                   benefits payable commencing on or after October 1, 1990
                   shall be a basic benefit for each year of credited service
                   that the employe had at the first of the month coinciding
                   with or next following the employe's retirement, determined
                   by his Benefit Class Code in accordance with (c) below and
                   based on the month for which payment is being made as set
                   forth in the table immediately following:



                                                           Basic Benefit Rate
                                                     Per Year of Credited Service
                                                         For Months Commencing
           Retirement
          With Benefits    Benefit        10−1−90        10−1−91      10−1−92
            Payable         Class         through        through        and
          Commencing        Code           9−1−91        9−1−92        After

         October 1, 1990    A                28.35        29.50        30.70
         and                B                28.60        29.75        30.95
         After              C                28.85        30.00        31.20
                            D                29.10        30.25        31.45



                                         5
   15

A, Art. I, 1(c)

    (c)   As set forth below, a Benefit Class Code is established for the
          purpose of this Article I for each salaried position on the basis of
          the following salaried position levels:



                                                     Benefit
                                                      Class
                  Salaried Position Level             Code

                       1 and 2                          A
                          3                             B
                          4                             C
                      5 and Above                       D


          The Benefit Class Code applicable to an employe is the Benefit Class
          Code for the salaried position level held by the employe for the
          greatest number of calendar days during the 24 consecutive months
          immediately preceding his last day worked.

          In the event an employe is transferred to a lower salaried position
          level, which results in a lower Benefit Class Code, such employe's
          vested retirement benefit, if any, shall not be less than the amount
          of his accrued retirement benefit on the date of such transfer to
          such lower salaried position level.

    (d)   The amount of any monthly retirement benefit otherwise payable to the
          employe at retirement, or earlier commencement, will be reduced by the
          value of any past and future benefits paid or payable to any alternate
          payee(s) under a Qualified Domestic Relations Order within the meaning
          of I.R.C. Section 414(p).

          The actuarial value will be used to determine any amount to be
          paid to any such payee(s), if applicable, and the remaining benefit
          entitlement of the employe.

                                        6
   16


                                                                         A, Art. I, 2


SECTION 2.      EARLY RETIREMENT


   (a)    (1)    An employe who retires voluntarily after he has attained age 55
                 but not age 65 and who has 10 or more years of credited service
                 shall be entitled to receive a retirement benefit under this
                 Part A.

          (2)    An employe who (i) was hired prior to January 1, 1988, (ii)
                 retires voluntarily before he has attained age 55, and (iii)
                 has 30 or more years of credited service shall be entitled to
                 receive a retirement benefit under this Part A.

   (b) (1)       The monthly basic benefit payable to an employe   who retires
                 voluntarily with benefits payable commencing on   or after October
                 1, 1990 shall be the basic benefit set forth in   Section 1(b) of
                 this Article I but adjusted as set forth in (2)   below.

         (2)     (i)   For an employe retired (1) pursuant to Section
                       2(a)(1) above after he has attained age 60, or (2) after he
                       has attained age 55 but not age 60 and whose combined years
                       of age and years of credited service (to the nearest
                       1/12th in each case) at retirement total 85 or more,
                       or (3) pursuant to Section 2(a)(2) above and, in the case
                       of either (2) or (3) of this subparagraph, the employe
                       was hired prior to January 1, 1988, such benefit shall
                       commence on the first day of the month coinciding with or
                       next following his attaining age 62 (or, if later, the
                       first day of the month coinciding with or next following
                       his first day of absence because of retirement) or, in lieu
                       thereof, he may elect to receive the benefit commencing on
                       the first day of any month coinciding with or following his
                       first day of absence because of retirement and prior to age
                       62 in an amount

                                          7
   17


A, Art. I, 2(b)(2)(i)

                    equal to the benefit payable upon attainment of age 62,
                    multiplied by a percentage as set forth in the following
                    table:




                         Age When Benefit
                            Commences                 Percentage*

                              42                          21.0%
                              43                          22.6
                              44                          24.3
                              45                          26.1
                              46                          28.2
                              47                          30.4
                              48                          32.8
                              49                          35.4
                              50                          38.3
                              51                          41.5
                              52                          45.0
                              53                          48.9
                              54                          53.2
                              55                          57.9
                              56                          63.5
                              57                          69.4
                              58                          75.2
                              59                          80.8
                              60                          86.7
                              61                          93.3
                              62 or Over                 100.0


                *   Prorated for intermediate ages computed on the basis of the
                    number of complete calendar months by which the employe
                    is under the age he will attain at his next birthday.

                    If an employe hired prior to January 1, 1988 (i) with 30 or
                    more years of credited service retires voluntarily, or (ii)
                    whose combined years of age and years of credited service
                    (to the nearest 1/12th in each case) at retirement total 85
                    or more retires voluntarily with benefits payable commencing
                    on or after October 1, 1990, the monthly basic benefits
                    otherwise payable to him after age 62 and one month shall be
                    redetermined without reduction for commencement prior to age
                    62.




                                       8
18


                                                    A, Art. I, 2(b)(2)(ii)


     (ii)    For an employe retired pursuant to Section 2(a)(1) above
             after he has attained age 55 but not age 60, and whose
             combined years of age and years of credited service at
             retirement total less than 85, such benefit shall commence
             on the first day of the month coinciding with or next
             following his attaining age 65, or, in lieu thereof, he may
             elect to receive the benefit commencing on the first day of
             any month coinciding with or following his first day of
             absence because of retirement, in which case the benefit, if
             elected to commence prior to age 65, shall be reduced, as
             follows:



                          Age When Benefit
                              Commences         Percentage*

                                 55                46.0%
                                 56                49.6
                                 57                53.2
                                 58                56.8
                                 59                60.4
                                 60                64.0
                                 61                71.2
                                 62                78.4
                                 63                85.6
                                 64                92.8
                                 65               100.0


             *Prorated for intermediate ages computed on the basis
             of the number of complete calendar months by which the
             employe is under the age he will attain at his next
             birthday.

     (iii)   The basic benefit payable in any month will not be reduced
             below an amount which results in the early retirement
             supplement paid to a participant in such month, under
             Section 7(a)(1) of this Article I, exceeding the old age
             insurance benefits, unreduced on account of age, payable
             under Title II of the Social Security Act, as amended.




                                9
   19


A, Art. I, 2(c)

         (c)    An employe discharged for cause after such employe is
                eligible to retire voluntarily pursuant to Section 2(a) of this
                Article I shall be entitled to the benefits provided under
                Sections 2(b)(1) and 2(b)(2) of this Article I.

SECTION 3.     AUTOMATIC RETIREMENT FOR BONA FIDE EXECUTIVE AT AGE 65

         A bona fide executive employe retired on or after his automatic
         retirement date and who has one or more years of credited service
         shall be entitled to the benefits provided under Section 1 of this
         Article I.

SECTION 4.     TOTAL AND PERMANENT DISABILITY RETIREMENT

         (a)    An employe who is totally and permanently disabled
                prior to attaining age 65, and has 10 or more years of
                credited service, and who retires on or after October 1, 1990,
                shall be eligible for a monthly disability retirement benefit as
                hereinafter provided:

                (i)   A monthly basic benefit for each year of credited service
                      as set forth in Section 1(b) of this Article I and
                      determined by his Benefit Class Code as set forth in Section
                      1 (c) of this Article I, and

               (ii)   A temporary benefit for each year of credited
                      service, up to 30, as set forth in the table immediately
                      following:




                                         10
20



                                                       A, Art. I, 4(a)(ii)




                                         Monthly Temporary
                                           Benefit Amount

                  Retirement With      Per Year of
                  Benefits Payable      Credited
                    Commencing          Service           Maximum

                                           $                 $
                 October 1, 1990
                 through
                 September 1, 1991        25.00           750.00

                 October 1, 1991
                 through
                 September 1, 1992        27.20           816.00

                 October 1, 1992
                 and After                29.30           879.00


             The monthly temporary benefit shall be payable until the
             earlier of (1) age 62 and one month, or (2) the age at which
             the employe becomes, or could have become, eligible
             for a Federal Social Security benefit for disability or an
             unreduced Federal Social Security benefit for age. At such
             age the temporary benefit shall cease to be payable.

     (iii)   Such benefits shall be payable in accordance with Section 2
             of the General Provisions to the disability retiree during
             the continuance of total and permanent disability.


                                11
   21
A, Art. I, 4(b)

       (b)   Any disability retiree may be required to submit to medical
             examination at any time during retirement prior to age 65, but not
             more often than semi−annually, to determine whether the retiree is
             eligible for continuance of the disability retirement benefit. If
             on the basis of such examination it is found that the retiree is no
             longer disabled or if the retiree engages in gainful employment,
             except for purposes of rehabilitation as determined by the
             Corporation, the retiree will be deemed recovered and his
             disability retirement benefit will cease. In the event the
             disability retiree refuses to submit to medical examination, the
             retirement benefit will be discontinued until the retiree is
             examined.

       (c)   Notwithstanding the provisions of Section 13(a) of the General
             Provisions, the provisions of this Section 4 shall not be
             applicable to employes of any wholly−owned or substantially
             wholly−owned subsidiary of the Corporation acquired or formed by
             the Corporation on or after March 1, 1984 unless specifically
             approved by the General Motors Corporation Board of Directors.

SECTION 5.   SURVIVING SPOUSE COVERAGE

       (a)   In lieu of the monthly basic benefit otherwise payable, an employe
             who retires or is retired, or who loses credited service and is
             eligible for a deferred retirement benefit pursuant to the
             provisions of Article III of this Part A, shall be deemed to have
             elected automatically a reduced amount of monthly basic benefit to
             provide that, if his designated spouse shall be living at his death
             after such election shall have become effective, a survivor benefit
             shall be payable to such spouse during the spouse's further
             lifetime. In the event that such spouse predeceases such employe,
             and a Qualified Domestic Relations Order within the meaning of
             I.R.C. Section 414(p) does not provide to the contrary, such
             employe may cancel the survivor benefit election only with respect
             to his monthly basic retirement benefit and have such benefit
             restored to the amount payable without such election, effective the
             first day of the third month following the month in which the
             Corporation receives evidence satisfactory to the Corporation of
             the spouse's death.

                                         12
22
                                                         A, Art. I, 5(a)

     The automatic election provided in this subsection (a) shall become
     effective on the latest of (i) the commencement date of the
     employe's monthly basic benefit, (ii) the first day of the month
     coinciding with or next following the employe's attainment of age
     55 (except that this item (ii) shall not apply to an employe with
     30 or more years of credited service who was hired prior to January
     1, 1988), or (iii) the first day of the month coinciding with or
     next following the date on which the employe has been married one
     year if he is married when the election would otherwise become
     effective except for the fact that such marriage has been in effect
     less than one year at that date; except that, in the case of a bona
     fide executive employe who has reached automatic retirement date
     but whose basic benefit has not commenced, the effective date of
     any such coverage shall be the later of such automatic retirement
     date or the date determined in (iii) of this paragraph and the
     basic benefit payable to such employe after the effective date
     shall be reduced in accordance with the coverage.

     An employe may prevent the automatic election provided in this
     subsection (a) during the month prior to the effective date by
     executing a specific written rejection of such election, which
     includes the written consent of his spouse witnessed by the program
     representative or a notary public, on a form approved by the
     Corporation and filing it with the Corporation. An employe may
     revoke a written rejection of this automatic election, without the
     consent of the spouse, at any time prior to commencement of
     benefits.

     Information regarding this coverage is included in the summary plan
     description, which will be provided to each employe. Within a
     reasonable period prior to the annuity starting date, each
     participant shall be provided a written explanation of: (i) the
     terms and conditions of the surviving spouse coverage; (ii) the
     participant's right to make and the effect of an election to waive
     the surviving spouse coverage; (iii) the rights of the
     participant's spouse; and (iv) the right to make and the effect of
     revocation of a previous selection to waive the surviving spouse
     coverage.

                                13
   23

A, Art. I, 5(b)

        (b)   The beneficiary of a survivor benefit election under subsection (a)
              of this Section 5 shall be only the person who is the employe's
              spouse at such time and who has been his spouse for at least one
              year immediately prior to the effective date of such election.

        (c)   Except as provided in subsections (g) and (h) below, a survivor
              benefit election shall be revoked automatically upon the death of
              the employe or his designated spouse, or both, prior to the
              effective date of the election.

        (d)   Once the election has become effective it cannot be rescinded,
              except as otherwise provided under subsection (a) of this Section
              5, without the written consent of the Corporation, but subject to
              such consent, the employe's right to rescind the election is
              contingent on the written consent of the designated spouse. In the
              event the employe becomes divorced from such designated spouse, the
              employe may cancel such coverage without consent of the spouse
              unless a Qualified Domestic Relations Order within the meaning of
              I.R.C. Section 414(p) provides to the contrary.

        (e)   For an employe who does not prevent the automatic election provided
              in this Section 5, the reduced amount of his monthly basic benefit
              shall be equal to an amount determined by multiplying the monthly
              basic benefit payable to the employe by 95%; except that, in the
              case of an employe whose monthly basic benefit is subject to
              redetermination at age 62 and one month, the amount of reduction in
              his monthly basic benefit for the survivor benefit election before
              he attains the age at which his monthly benefit is redetermined
              shall be based on the monthly benefit payable to such employe after
              his monthly benefit is redetermined. Such percentage shall be (i)
              increased by one−half of one percent (1/2%) (up to a maximum of
              100%) for each 12 months in excess of five (5) years that the
              spouse's age exceeds the employe's age, and (ii) decreased by
              one−half of one percent (1/2%) for each 12 months in excess of five
              (5) years that the spouse's age is less than the employe's age.

                                         14
24
                                                               A, Art. I, 5(f)

     (f)   The survivor benefit payable to the surviving spouse of a retired
           employe who has the automatic election provided in this Section 5,
           and who dies after such election becomes effective, shall be a
           monthly benefit for the further lifetime of such surviving spouse
           equal to 60% of the reduced amount of such employe's monthly basic
           benefit; except that the survivor benefit payable to the surviving
           spouse of an employe whose monthly basic benefit is subject to
           redetermination at age 62 and one month shall be based on the
           monthly basic benefit payable to such employe after his monthly
           basic benefit is redetermined.

     (g)   The death of an otherwise eligible employe who has retired under
           Section 4 of this Article 1, occurring on or after his attaining
           age 55, but before the first day of the month following the date on
           which he dies, shall not disqualify an otherwise eligible surviving
           spouse from receiving a benefit hereunder.

     (h)   The surviving spouse of an employe

           (1)     who dies (i) on or after attaining age 55 with 10 or more
                   years of credited service, or (ii) at any age with 30 or
                   more years of credited service and his date of hire is
                   prior to January 1, 1988, but before the first day of the
                   month coinciding with or next following the first day of
                   absence because of retirement (or, if later, the
                   commencement date of his monthly basic benefit in the case
                   of an employe who defers the receipt of his monthly benefit
                   under Section 2(b)(2) of this Article I), who had not
                   reached his normal retirement date, and

           (2)     who, if he had retired at the date of his death, would have
                   been eligible for the election under subsection (a) of this
                   Section 5,

                                      15
   25
A, Art. I, 5(h)

                     shall be entitled to a monthly benefit during such spouse's
                     further lifetime, terminating with the last monthly payment
                     before such spouse's death. The monthly benefit payable to
                     the surviving spouse shall be the amount such spouse would
                     have been entitled to receive under subsection (f) of this
                     Section 5, if the employe had retired on the date of his
                     death with benefits payable under Section 1(a) or 2(a),
                     whichever is applicable, of this Article I commencing the
                     first of the following month and had effectively made the
                     election under subsection (a) of this Section 5; provided,
                     however, that for the sole purpose of this subsection (h),
                     the benefits which would have been payable to the employe
                     by reason of such retirement shall be determined on the
                     basis of the table set forth in Section 2(b)(2)(i) of this
                     Article I. The surviving spouse of an employe who had been
                     separated from service in a layoff classification but who
                     had not lost credited service at the date of his death
                     shall be entitled to the benefit payable under this
                     subsection (h), if otherwise eligible.

       (i)   Joint and survivor coverage for disability retirements

             (1)     In lieu of the monthly basic benefit otherwise payable, an
                     employe who retires pursuant to the provisions of Section 4
                     of this Article I who is under age 55 and (i) has less than
                     30 years of credited service, or (ii) has 30 or more years
                     of credited service and was hired on or after January 1,
                     1988 shall be deemed to have elected automatically a
                     reduced amount of monthly basic benefit, up to and
                     including the month in which he dies or attains age 55,
                     whichever occurs first, and a monthly survivor's benefit,
                     beginning on the first day of the month after the retired
                     employe would have reached age 55 if he dies before the
                     first day of the month after he would have reached age 55,
                     shall be payable to his designated spouse during the
                     further lifetime of the spouse.

                                        16
26
                                                    A, Art. I, 5(i)(2)

     (2)   This automatic election shall be deemed to have been made
           at the time the employe shall apply or shall have applied
           for a disability retirement benefit (with the election
           being effective the first day of the month for which his
           first benefit under the Program is payable).

     (3)   The automatic election provided in this subsection (i)
           shall be applicable only with respect to a spouse to whom
           the employe is married on the date of such election and
           only if the retired employe and his spouse shall have been
           married throughout the one−year period ending on the date
           of the retired employe's death.

     (4)   An employe may prevent the automatic election provided in
           this subsection (i) at the time such election would
           otherwise be deemed to have been made, as set forth in
           paragraph (2) of this subsection (i), by specific written
           rejection which includes the written consent of his spouse
           witnessed by the program representative, or a notary
           public, on a form approved by the Corporation. An employe
           may revoke a written rejection of this automatic election,
           without the consent of the spouse, at any time prior to
           commencement of benefits.

     (5)   In any event, the election shall automatically be cancelled:

           (i)      if the employe's disability retirement status
                    terminates other than by death prior to the first
                    day of the month after the retired employe attains
                    age 55, or

           (ii)     if the retired employe survives on a disability
                    retirement status until the first day of the month
                    after he attains age 55, at which time the
                    coverage described in Section 5(a) through (h) of
                    this Article I becomes applicable.

                              17
   27

A, Art. I, 5(i)(6)

            (6)      The amount of the monthly basic benefit payable to an
                     employe deemed to have made the election provided hereunder
                     shall be determined by reducing actuarially the amount of
                     such benefit for the cost of the survivor benefit payable
                     in the event of the retired employe's death before the
                     first of the month following the attainment of age 55. The
                     actuarial reduction shall be based on the age of the
                     retired employe and his spouse (the age of each being
                     determined as the age at his or her birthday nearer the
                     date on which the benefits commence) and shall reflect the
                     higher mortality associated with being disabled. Reduction
                     factors at selected ages for disability survivor coverage
                     before age 55 are set forth in the following table:



                                        Age Difference Between
                   Age of            Disabled Employe and Spouse
                  Employe                      Spouse Is:
                    When        10         5                5        10
                  Benefits     Years     Years    Same    Years    Years
                  Commence    Younger Younger Age         Older    Older
                  −−−−−−−−    −−−−−−− −−−−−−− −−−         −−−−−    −−−−−

                     30         8.6%    8.1%     7.5%    6.7%       5.9%
                     35        10.4     9.9      9.2     8.3        7.2
                     40        12.5    11.8     11.0    10.0        8.8
                     45        14.3    13.5     12.7    11.6       10.3
                     50        13.9    13.2     12.4    11.4       10.2
                     51        13.1    12.5     11.7    10.8        9.7
                     52        10.4     9.9      9.3     8.6        7.7
                     53         3.4     3.2      3.0     2.8        2.5
                     54         3.4     3.3      3.1     2.8        2.5



                     NOTE:   Actuarial reduction factors for ages not shown
                             will be calculated on the same basis as the factors
                             shown.




                                         18
28

                                                      A, Art. I, 5(i)(7)

     (7)    The amount of the monthly benefit payable to the surviving
            spouse of a retired employe deemed to have made the
            election specified hereunder shall be 50% of the amount of
            the monthly basic benefit payable to the retired employe
            after the reduction provided in paragraph (6) of this
            subsection (i).

     (8)    Anything in the Program to the contrary notwithstanding, if
            the designated spouse of a retired employe deemed to have
            made the election provided hereunder shall predecease such
            retired employe, or they are divorced by a court decree and
            a Qualified Domestic Relations Order within the meaning of
            I.R.C. Section 414(p) does not provide to the contrary,
            such retired employe shall have his monthly basic benefit
            restored to the amount payable without such election,
            effective the first day of the third month following the
            month in which the Corporation receives evidence
            satisfactory to the Corporation of the spouse's death or
            divorce.

     (9)    No benefit shall be payable under this subsection (i) for
            any month for which benefits are payable under Section
            5(a), (h), or (j) of this Article I.

     (10)   Information regarding this coverage is included in the
            summary plan description, which will be provided to each
            employe. Within a reasonable period prior to the annuity
            starting date, each participant shall be provided a written
            explanation of: (i) the terms and conditions of the
            surviving spouse coverage; (ii) the participant's right to
            make and the effect of an election to waive the surviving
            spouse coverage; (iii) the rights of the participant's
            spouse; and (iv) the right to make and the effect of a
            revocation of a previous selection to waive the surviving
            spouse coverage.

                               19
   29

A, Art. I, 5(j)

        (j)   Pre−retirement survivor coverage provided under Part A of the
              Program to comply with the Retirement Equity Act of 1984

              (1)     An employe who:

                      (i)    has either 5 or more years of credited service, or 5
                             years of "service" as provided under Article II,
                             Section 11, and who is credited with one or more
                             hours of credited service or "services" accrued on or
                             after January 1, 1989, or

                      (ii)   loses credited service on or after October 1, 1990
                             and who is eligible for a deferred retirement benefit
                             under Article III,

                      and in either case is not eligible for the regular
                      surviving spouse coverage provided under subsection (h) of
                      this Section 5, shall have the pre−retirement survivor
                      coverage described herein.

                      Such coverage shall remain in full force and effect until
                      the date on which the employe or former employe becomes
                      eligible for the regular surviving spouse coverage provided
                      under subsection (h) of this Section 5, at which time the
                      pre−retirement survivor coverage described herein shall
                      cease to be effective.

                      In the event the employe or former employe predeceases the
                      designated spouse while the pre−retirement survivor
                      coverage provided hereunder is in effect, the designated
                      spouse shall be eligible, during the further lifetime of
                      such spouse, for a monthly benefit commencing on the first
                      of the month following the month in which the employe or
                      former employe would have become eligible, except for the
                      fact that he died, to retire at the option of the employe.

                                          20
30
                                                    A, Art. I, 5(j)(1)

           The amount of any such monthly survivor benefit shall be
           determined by the basic benefit rate in effect for the
           employe on the date of death of such employe, or the date
           credited service was broken for a former employe.

     (2)   The survivor coverage provided hereunder for an employe or
           former employe shall be effective on the date the employe
           or former employe attains 5 years of credited service or
           "service" as provided under Article II, Section 11, and
           provided that such employe is credited with one hour or
           more of credited service or "service" accrued on or after
           January 1, 1989.

     (3)   The survivor coverage provided hereunder shall be effective
           with respect to a spouse to whom the employe or former
           employe is married, but only if the couple shall have been
           married throughout the one−year period ending on the date
           of the employe's or former employe's death.

     (4)   Subsections (j)(2) and (j)(3) notwithstanding, if an employe
           or former employe marries or remarries, such coverage shall
           be in effect in favor of his spouse upon such marriage or
           remarriage, unless, in the case of remarriage, a Qualified
           Domestic Relations Order within the meaning of I.R.C.
           Section 414(p) requires such coverage to remain in effect
           for the former spouse. The effective date of any such
           coverage shall be in accordance with item (3) of this
           subsection (j).

     (5)   In the event of divorce, the employe or former employe can
           revoke the coverage provided hereunder without spousal
           consent, unless a Qualified Domestic Relations Order within
           the meaning of I.R.C. Section 414(p) provides to the
           contrary.

                              21
   31

A, Art. I, 5(j)(6)

            (6)      The coverage provided hereunder shall be canceled
                     automatically on the date when any employe or former
                     employe becomes eligible for the regular surviving spouse
                     coverage provided under the provisions of Article I,
                     Section 5(h) of the Program.

            (7)      The monthly benefit amount payable hereunder to any
                     eligible surviving spouse shall be 50% of the monthly
                     amount of the basic benefit as determined in Article III
                     otherwise payable at the (i) date of death to the employe,
                     or (ii) date credited service broke for a former employe,
                     after any reduction provided in Article III.

            (8)      No benefit shall be payable under this subsection (j) for
                     any month for which benefits are payable under Article I,
                     Section 5 or Section 6 of Part A of this Program.

            (9)      Information regarding the coverage provided hereunder is
                     included in the summary plan description, which will be
                     provided to each employe covered by the Salaried Retirement
                     Program, in accordance with The Employee Retirement Income
                     Security Act (ERISA).

            (10)     The pre−retirement survivor coverage provided hereunder
                     will apply to eligible employes and former employes
                     separated from service:

                     (a)   whose last day worked for the Corporation was on or
                           after October 1, 1976, and

                     (b)   who have entitlement to but have not commenced
                           receipt of deferred retirement benefits, and

                     (c)   who are alive as of August 23, 1984.

                                        22
   32
                                                                      A, Art. I, 6


SECTION 6. JOINT AND SURVIVOR OPTION

        (a)   In lieu of the monthly basic benefit otherwise payable, an employe
              who retires or is retired or who loses credited service and is
              eligible for a deferred retirement benefit pursuant to the
              provisions of Article III of this Part A, may elect to receive
              during his lifetime a reduced amount of monthly basic benefit to
              provide that, if the contingent annuitant (who may be any person
              designated by the employe) shall be living at his death after such
              election shall have become effective, a survivor benefit shall be
              payable to such contingent annuitant during the further lifetime of
              such contingent annuitant; provided that the employe completes the
              election on a form approved by the Corporation and files it with
              the Corporation prior to the earlier of:

              (1)     the time he makes application for a benefit to commence at
                      or after age 55, or at any age if the employe's date of
                      hire is prior to January 1, 1988 and he retires with 30 or
                      more years of credited service, in which case the election
                      shall become effective on the commencement date of the
                      employe's monthly basic benefit; or

              (2)     the month prior to that in which the employe attains age 55
                      if he attains age 55 while eligible for and receiving a
                      retirement benefit, in which case the election shall become
                      effective upon the employe's attainment of age 55.

              If married, and the designated contingent annuitant is not the
              spouse, the written consent of the spouse on whose behalf the
              option otherwise would be in effect, witnessed by the program
              representative, or a notary public, on a form approved for this
              purpose by the Corporation and filed with the Corporation, will be
              required. The written consent of the spouse is limited to a
              benefit for the designated alternate beneficiary only.

                                         23
   33
A, Art. I, 6(b)

       (b)   The death of an otherwise eligible employe who has retired under
             Section 4 of this Article I, occurring on or after his attaining
             age 55, but before the first day of the month following the date on
             which he dies, shall not disqualify an otherwise eligible surviving
             spouse from receiving a benefit hereunder.

       (c)   Except as provided in (b) above, the option shall be revoked
             automatically upon the death of the employe or his designated
             contingent annuitant, or both, prior to the effective date of the
             election.

       (d)   Once the option has become effective it cannot be rescinded or
             changed without the consent of the Corporation, but subject to such
             consent, the employe's right is reserved to rescind the election,
             except that the written consent of the designated contingent
             annuitant is required only if such annuitant is the employe's
             spouse. In the event the employe becomes divorced from such
             designated spouse, the employe may cancel such option without
             consent of the spouse, unless a Qualified Domestic Relations Order
             within the meaning of I.R.C. Section 414(p) provides to the
             contrary.

       (e)   The amount of monthly benefit payable to such contingent annuitant
             if such contingent annuitant is living at the death of the employe
             shall equal any designated percentage, up to a maximum of 100%, of
             the employe's reduced monthly basic benefit, except that, in the
             case of an employe whose monthly benefit is subject to
             redetermination at age 62 and one month, the amount of reduction in
             his monthly benefit for the survivor benefit election before he
             attains the age at which his monthly benefit is redetermined shall
             be based on the monthly benefit payable to such employe after his
             monthly benefit is redetermined and the benefit payable to the
             contingent annuitant shall be based on the monthly benefit payable
             to such employe after his monthly benefit is redetermined.

                                        24
   34
                                                                  A, Art. I, 6(e)

The amount of monthly benefit shall be determined so that the actuarial value
of the reduced amount of monthly benefit payable to the employe and the
actuarial value of the amount of monthly benefit to be continued to the
designated contingent annuitant is as follows:




                              Joint and Survivor Option Rate Table
                  Full Years
             Contingent Annuitant            Factors to Convert Normal Form of Retirement to
          is Older (+) or Younger(−)       Joint and Survivor Option for Indicated Percentage
                 Than Employe                        Payable to Contingent Annuitant*
          −−−−−−−−−−−−−−−−−−−−−−−−−−       −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                100%                75%             50%
                                                −−−−                −−−             −−−

                        +20                           95.50                  96.00   100.00
                        +19                           95.00                  95.50    99.50
                        +18                           94.50                  95.00    99.00
                        +17                           94.00                  94.50    98.50
                        +16                           93.50                  94.00    98.00
                        +15                           93.00                  93.50    97.50
                        +14                           92.50                  93.00    97.00
                        +13                           92.00                  92.50    96.50
                        +12                           91.50                  92.00    96.00
                        +11                           91.00                  91.50    95.50
                        +10                           90.50                  91.00    95.00
                        + 9                           89.75                  90.50    94.50
                        + 8                           89.00                  90.00    94.00
                        + 7                           88.25                  89.50    93.50
                        + 6                           87.50                  89.00    93.00
                        + 5                           86.75                  88.50    92.50
                        + 4                           86.00                  88.00    92.00
                        + 3                           85.25                  87.50    91.50
                        + 2                           84.50                  87.00    91.00
                        + 1                           83.75                  86.50    90.50
                          0                           83.00                  86.00    90.00
                        − 1                           82.25                  85.50    89.50
                        − 2                           81.50                  85.00    89.00
                        − 3                           80.75                  84.50    88.50
                        − 4                           80.00                  84.00    88.00
                        − 5                           79.25                  83.50    87.50
                        − 6                           78.50                  83.00    87.00
                        − 7                           77.75                  82.50    86.50
                        − 8                           77.00                  82.00    86.00
                        − 9                           76.25                  81.50    85.50
                        −10                           75.50                  81.00    85.00
                        −11                           75.00                  80.50    84.50
                        −12                           74.50                  80.00    84.00
                        −13                           74.00                  79.50    83.50
                        −14                           73.50                  79.00    83.00
                        −15                           73.00                  78.50    82.50
                        −16                           72.50                  78.00    82.00
                        −17                           72.00                  77.50    81.50
                        −18                           71.50                  77.00    81.00
                        −19                           71.00                  76.50    80.50
                        −20                           70.50                  76.00    80.00

                 *Other whole percentage levels may be elected.

                                       25
   35

A, Art. I, 6(e)

                      Notwithstanding any of the above, where the contingent
                      annuitant is other than the employe's spouse, the actuarial
                      value of the benefit payable to the employe as of his actual
                      retirement date must be more than 50% of the actuarial value
                      of the benefit payable to the employe and his contingent
                      annuitant.

SECTION 7. SUPPLEMENTS

        (a)   An employe who retires with benefits payable under Section 2 of
              this Article I (other than an employe (i) discharged for cause,
              (ii) hired on or after January 1, 1988, or (iii) referred to in
              Section 2(b)(2)(ii) of this Article I who retires voluntarily after
              he has attained age 55 but not age 60 and whose combined years of
              age and years of credited service at retirement total less than 85)
              or who retires with benefits payable under Section 4 of this
              Article I, and who files his application for retirement within five
              years of the last day he worked for the Corporation and who agrees
              to restrict his participation in the work force as provided in (e)
              below will receive, in addition to his retirement benefits, certain
              supplements as set forth below:

              (1)     If the employe retires under Section 2 or 4 of this Article
                      I with 30 or more years of credited service at the date of
                      his retirement and his date of hire was prior to January 1,
                      1988, he shall be entitled to a monthly early retirement
                      supplement until age 62 and one month in an amount which
                      when added to his monthly retirement benefit under this
                      Part A and any supplementary benefits under Part B, prior
                      to reduction for survivor coverage, will equal the amount
                      of total monthly benefit applicable to him as provided in
                      the table set forth below, subject to subsequent provisions
                      of this Section 7:


                                         26
36
                                                                A, Art. I, 7(a)(1)




                                      Total Monthly Benefit Rate For Determining
                                         Monthly Early Retirement Supplement
                                                 For Retirements With
                                         30 or More Years of Credited Service
             Retirement
            With Benefits               10−1−90        10−1−91       10−1−92
               Payable                  through        through         and
             Commencing                  9−1−91         9−1−92        After
           −−−−−−−−−−−−−−               −−−−−−−        −−−−−−−       −−−−−−−

                                            $             $             $
           October 1, 1990
           and
           After                         1,600          1,700         1,800


     (2)    If the employe retires voluntarily after attaining age 55 with less
            than 30 years of credited service, he shall be entitled to a
            monthly interim supplement until he attains age 62 and one month
            equal to the amount applicable to him as provided immediately below
            for each year of credited service that he had at the date of his
            retirement, subject to subsections (b), (e), and (g) of this
            Section 7:




                Monthly Amount* and Effective Date of Interim Supplement
                         Payable Prior to Age 62 and One Month
                           for Each Year of Credited Service

                                     Retired With Benefits Payable Commencing
                                            On or After October 1, 1990
               Age at
             Retirement                 10−1−90        10−1−91       10−1−92
             −−−−−−−−−−                 −−−−−−−        −−−−−−−       −−−−−−−

                                           $              $             $
                 55                      11.00          12.00         12.90
                 56                      12.95          14.10         15.20
                 57                      15.70          17.05         18.40
                 58                      18.40          20.00         21.55
                 59                      20.55          22.40         24.10
                 60                      23.75          25.85         27.85
                 61                      23.75          25.85         27.85


       *     Prorated for intermediate ages computed on the basis of the number
             of complete calendar months by which the employe is under the age
             he will attain at his next birthday.

                                       27
   37

A, Art. I, 7(a)(2)

                      This provision shall not apply to an employe who has
                      attained age 55 but not age 60 and whose combined years of
                      age and years of credited service (to the nearest 1/12th in
                      each case) at retirement total less than 85.

              (3)     Any interim supplement described above shall be reduced by
                      any supplementary benefits payable under Part B of this
                      Program prior to reduction for survivor coverage.

        (b)   The early retirement supplement under subsection (a)(1) of this
              Section 7 for an employe who retires voluntarily shall be
              calculated assuming that his basic benefit commences immediately
              after retirement, and such early retirement supplement and the
              interim supplement under subsection (a)(2) of this Section 7 shall
              be reduced for any month prior to age 62 and one month for which he
              becomes or could have become eligible for a Federal Social Security
              benefit, by an amount equal to the amount of the temporary benefit
              to which he would have been entitled if he had retired under
              Section 4 of this Article I.

        (c)   The early retirement supplement under subsection (a)(1) of this
              Section 7 for an employe who retires under Section 4 of this
              Article I shall be calculated on the assumption that he will
              receive a temporary benefit until age 62 and one month even if such
              temporary benefit is not received by the employe until such age
              because of his earlier entitlement to Social Security benefits.

        (d)   The early retirement supplement under subsection (a)(1) of this
              Section 7 for an employe who does not prevent the automatic
              election of the surviving spouse coverage provided under Section
              5(a) of this Article I shall be calculated on the basis of the
              monthly retirement benefit he would have received if he had
              prevented such automatic election.

                                         28
   38

A, Art. I, 7(e)

        (e)   Any of the supplements to which an employe is entitled shall
              commence on the first day of the month coinciding with or next
              following the employe's first day of absence because of retirement
              and shall be payable monthly thereafter until and including the
              first day of the month in which he dies, or his retirement benefit
              ceases for any other reason, or he is reemployed by the
              Corporation, or he attains age 62 and one month, whichever occurs
              first, provided however, that if an employe entitled to receive a
              supplement has earnings after retirement in excess of the following
              annual earnings limitation in any calendar year before he attains
              age 62 and one month, such earnings being defined for this purpose
              as the type counted for the earnings test under the Federal Social
              Security Act or the corresponding type in any future Federal
              legislation amending, superseding, supplementing or incorporating
              the Federal Social Security Act, a penalty equal to double the
              amount by which such earnings exceed the amount permitted shall be
              charged against each succeeding monthly supplement which he would
              otherwise be entitled to receive until the full amount of such
              penalty is satisfied, it being understood that penalties and
              charges herein shall be cumulative if appropriate:



                           Calendar           Annual Earnings Limitation
                             Year                       Amount
                           −−−−−−−−           −−−−−−−−−−−−−−−−−−−−−−−−−−

                                                           $
                             1990                       10,000
                             1991                       15,000
                             1992                       15,000
                             1993                       15,000



                                         29
   39

A, Art. I, 7(e)

              An employe receiving a monthly early retirement supplement or
              interim supplement may be required to certify whether his earnings
              have been in excess of the permitted amount and to furnish
              verification of the amount of his earnings. Unless repaid by the
              employe in a lump sum, any overpayments of a supplement made after
              an employe incurred a penalty because of excess earnings in
              accordance with the preceding paragraph shall be deducted from
              future monthly benefits payable to him under this Part A and under
              the supplementary benefit provisions of Part B.

              The annual earnings limitation provisions of this subsection (e)
              shall not be applicable to any retirement, defined in Section 11 of
              the General Provisions, with benefits payable commencing on or
              after October 1, 1990 and prior to September 14, 1993.

        (f)   If a retired employe (i) has been receiving disability retirement
              benefits under this Part A and has been receiving a supplement and
              on the basis of medical evidence satisfactory to the Corporation it
              is found that he is no longer totally and permanently disabled and
              his credited service is reinstated, or (ii) is reemployed by the
              Corporation, he shall not thereby forfeit any right he may
              thereafter have to receive a supplement if he thereafter retires
              under this Program.

        (g)   If the total of the employe's monthly benefits under this Part A
              and under the supplementary benefit provisions of Part B and his
              monthly early retirement supplement or interim supplement as
              computed above would exceed 70% of his final base salary, his
              monthly supplement shall be reduced to the extent required so that
              such monthly benefits plus his supplement will equal 70% of his
              final base salary. For this purpose, an employe's "final base
              salary" shall mean his highest monthly base salary rate during the
              last three months preceding his last day of work prior to
              retirement.


                                         30
   40

                                                                      A, Art. I, 8

SECTION 8. SPECIAL BENEFIT

        (a)   A retired employe or a surviving spouse (i) age 65 or older, or
              (ii) under age 65 and enrolled in the voluntary "Medicare" coverage
              that is available under the Federal Social Security Act by making
              contributions (in either case excluding the spouse of a former
              employe who received a deferred non−contributory retirement benefit
              under the Program), who is receiving a monthly benefit under
              Article I of this Part A which commenced prior to October 1, 1979,
              subject to (d) below, shall receive a monthly special benefit equal
              to:

              (1)     the lesser of $28.00 or the generally applicable "Medicare"
                      Part B premium for months commencing on or after January 1,
                      1990,

              (2)     the lesser of $31.00 or the generally applicable "Medicare"
                      Part B premium for months commencing on or after January 1,
                      1991,

              (3)     the lesser of $34.00 or the generally applicable "Medicare"
                      Part B premium for months commencing on or after January 1,
                      1992, and

              (4)     the lesser of $38.50 or the generally applicable "Medicare"
                      Part B premium for months commencing on or after January 1,
                      1993.

        (b)   In no event shall such payment commence prior to the first day of
              the month coinciding with or next following the earlier of (i) the
              month during which age 65 is attained, or (ii) receipt by the
              Corporation of application on a form provided for this purpose from
              an otherwise eligible individual under age 65; except that, with
              respect to an otherwise eligible individual under age 65, payment
              shall commence with the first month of such enrollment, but in no
              event prior to October 1, 1979.


                                         31
   41

A, Art. I, 8(c)

        (c)   Not more than one such payment shall be made to any individual for
              any one month. No such payment shall be made to any individual
              under age 65 for any month such individual is not enrolled for such
              voluntary "Medicare" coverage. No such payment shall be made under
              this Program to any individual who retires with benefits payable
              commencing on or after October 1, 1979.

        (d)   Effective January 1, 1991, the special benefit payable to an
              individual who is not enrolled in "Medicare" Part B as of October
              1, 1990, but who (i) was receiving a special benefit, and (ii)
              first became entitled to such benefit prior to March 1, 1988, will
              be limited to $28.00 per month. Such an individual will become
              entitled to the schedule of payments in subsection (a) above, upon
              proof of enrollment in "Medicare" Part B. Thereafter, continued
              receipt of a special benefit will be contingent on maintenance of
              "Medicare" Part B enrollment.

        (e)   For an individual enrolled in "Medicare" Part B as of March 1,
              1988, or who first becomes eligible for "Medicare" Part B on or
              after March 1, 1988, receipt of a special benefit on and after
              January 1, 1991 is contingent upon continued enrollment in
              "Medicare" Part B.

                                        32
    42

                                                                     A, Art. I, 9

SECTION 9. BENEFITS FOR EMPLOYES WHO RETIRED WITH BENEFITS
           PAYABLE COMMENCING PRIOR TO OCTOBER 1, 1990

An employe who retired with benefits payable commencing prior to October 1,
1990, or the eligible surviving spouse or contingent annuitant of such an
employee, shall be entitled to the benefits, if any, under the Program as it
existed immediately prior to such date, except that:

(a) (1)      Basic benefits payable under this Part A to such retired employes,
             or the benefits payable to surviving spouses or contingent
             annuitants in lieu of or related to such basic benefits, shall be
             increased to the extent necessary to provide monthly benefits equal
             to the benefits which would have been payable had the basic
             benefits payable to the employe at and after age 65 been based on
             the following table:




                                                      Basic Benefit Rate
                                                 Per Year of Credited Service
                                                     For Months Commencing
      Retirement                                 −−−−−−−−−−−−−−−−−−−−−−−−−−−−
    With Benefits          Benefit                         10−1−90
       Payable              Class                            and
     Commencing             Code                            After
 −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                              $

 Prior to
 October 1, 1979              N/A                            20.00*

 October 1, 1979                A                            21.25
 through                        B                            21.50
 September 1, 1980              C                            21.75
                                D                            22.00

 October 1, 1980                A                            21.35
 through                        B                            21.60
 September 1, 1981              C                            21.85
                                D                            22.10

 October 1, 1981                A                            21.45
 through                        B                            21.70
 September 1, 1984              C                            21.95
                                D                            22.20


*    Including, if applicable, $1.00 waived for election of special survivor
     coverage.

                             (CONTINUED ON NEXT PAGE)

                                        33
   43

A, Art. I, 9(a)(1)


                       (CONTINUED FROM PRECEDING PAGE)




                                            Basic Benefit Rate
                                        Per Year of Credited Service
                                           For Months Commencing
            Retirement                  −−−−−−−−−−−−−−−−−−−−−−−−−−−−
           With Benefits       Benefit            10−1−90
             Payable            Class               and
            Commencing           Code              After
         −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                     $

         October 1, 1984          A                24.10
         through                  B                24.35
         September 1, 1985        C                24.60
                                  D                24.85

         October 1, 1985          A                24.20
         through                  B                24.45
         September 1, 1986        C                24.70
                                  D                24.95

         October 1, 1986          A                24.30
         through                  B                24.55
         September 1, 1987        C                24.80
                                  D                25.05

         October 1, 1987          A                27.30
         through                  B                27.55
         September 1, 1988        C                27.80
                                  D                28.05

         October 1, 1988          A                27.40
         through                  B                27.65
         September 1, 1989        C                27.90
                                  D                28.15

         October 1, 1989          A                27.50
         and prior to             B                27.75
         October 1, 1990          C                28.00
                                  D                28.25



            (2) If an employee whose monthly basic benefit under this Part A
                otherwise would have been redetermined at age 62 attains
                age 62 on or after March 1, 1982, such redetermination shall
                be effective at age 62 and one month.

                                       34
   44

                                                                 A, Art. I, 9(b)

(b)     Any temporary benefits payable to such retired employes until age 65
        if retired with benefits payable commencing before June 1, 1974, or age
        62 if retired with benefits payable commencing on or after June 1,
        1974, or age 62 and one month for a retired employe who attains age 62
        on or after March 1, 1982, or, in any case, if earlier, until the age
        at which the employe becomes or could have become eligible for a
        Federal Social Security benefit for disability or an unreduced Federal
        Social Security benefit for age shall be increased to the extent
        necessary to provide monthly temporary benefits equal to the temporary
        benefits which would have been payable had the temporary benefits
        payable to the employe prior to such age 65 (or age 62 or age 62 and
        one month) or earlier age been based on the following:




                                     Monthly Temporary Benefit Amount*
           Retires With              −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
         Benefits Payable            Per Year of
            Commencing             Credited Service          Maximum
         −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                          $                    $

         Prior to
         September 1, 1964               11.50               300.00

         September 1, 1964
         and prior to
         October 1, 1967                 12.00               300.00

         October 1, 1967
         and prior to
         October 1, 1970                 12.25               306.25

         October 1, 1970
         and prior to
         June 1, 1974                    12.75               318.75

         June 1, 1974
         and prior to
         October 1, 1976                 13.75               343.75

         October 1, 1976
         and prior to
         October 1, 1978                 14.25               356.25


           * Benefit payable for months commencing October 1, 1990.

                             (CONTINUED ON NEXT PAGE)

                                        35
   45

A, Art. I, 9(b)


                         (CONTINUED FROM PRECEDING PAGE)




                                     Monthly Temporary Benefit Amount*
           Retires With              −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
         Benefits Payable           Per Year of
           Commencing             Credited Service                Maximum
        −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                          $                         $

         October 1, 1978
         and prior to
         October 1, 1979                 15.25                     381.25

         October 1, 1979
         and prior to
         October 1, 1980                 16.25                     406.25

         October 1, 1980
         and prior to
         October 1, 1981                 17.25                     431.25

         October 1, 1981
         and prior to
         January 1, 1983                 18.25                     456.25

         January 1, 1983
         and prior to
         October 1, 19a5                 18.25                     547.50

         October 1, 1985
         and prior to
         October 1, 1986                 19.25                     577.50

         October 1, 1986
         and prior to
         October 1, 1987                 20.25                     607.50

         October 1, 1987
         and prior to
         October 1, 1988                 20.45                     613.50

         October 1, 1988
         and prior to
         October 1, 1989                 21.55                     646.50

         October 1, 1989
         and prior to
         October 1, 1990                 22.65                     679.50


            *   Benefit payable for months commencing October 1, 1990.


                                        36
   46

                                                                 A, Art. I, 9(c)(1)


(c)       (1) An employe who retired under Article I of this Program with 30 or
              more years of credited service who is eligible to receive a monthly
              supplement which commenced prior to October 1, 1990 shall receive
              an increase to such monthly supplement as follows:




                                   Amount of Increase*
                              −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                               Payable to      Payable Between
           Effective Date        Age 62          Ages 62 and
             of Increase      and One Month    One Month − 64
           −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                    $                  $


           October 1, 1990        75.00            37.50




        * This increase will not result in a total monthly
          benefit of less than $1,100 for months prior to age
          62 and one month, or $550 for months between ages 62
          and one month and 64.

             The amount of any monthly supplement payable to an employe who
             retired under the Program with benefits commencing prior to October
             1, 1990 shall be redetermined to the amount of supplement which
             would have been payable had the applicable benefit rates set forth
             in this Section 9 and referred to in Section 7 of Article I of Part
             B been in effect when such employe's benefits commenced. If such
             retired employe is entitled as of October 1, 1990 to receive Social
             Security benefits, and if he became so entitled before October 1,
             1990, the increase in the rate of temporary benefit provided in
             subsection (b) of this Section 9 shall not be considered in
             redetermining his supplement until he ceases to be so entitled.



                                          37
   47

A, Art. I, 9(c)(2)

         (2) An employe who retired voluntarily under Article I of this Program
             after attaining age 55 with less than 30 years of credited service
             who is eligible to receive a monthly interim supplement which
             commenced prior to October 1, 1990 shall receive, for months
             commencing on and after October 1, 1990, an increase to such
             interim supplement, as follows:




               Age at                  Monthly Increase*
              Retirement          Per Year of Credited Service
              −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                  55                     0.55
                  56                     0.65
                  57                     0.80
                  58                     0.95
                  59                     1.05
                  60                     1.20
                  61                     1.20



     *   Prorated for intermediate ages computed on the basis of
         the number of complete calendar months by which the
         employe is under the age he will attain at his next birthday.

         (d) The survivor benefit payable to the surviving spouse of a
             retired employe who has completed an election of a special
             survivor option and who dies after such election becomes effective,
             shall be a monthly benefit for the lifetime of such surviving
             spouse equal to:

             (1) $7.00 for each year of credited service that such retired
                 employe had at the date of his retirement with respect to
                 benefits payable for any month commencing October 1, 1990
                 through September 1, 1991,


                                        38
48

                                                           A, Art. I, 9(d)(2)

         (2) $8.00 for each year of credited service that such retired
             employe had at the date of his retirement with respect to
             benefits payable for any month commencing October 1, 1991
             through September 1, 1992, and

         (3) $9.00 for each year of credited service that such retired
             employe had at the date of his retirement with respect to
             benefits payable for any month commencing on or after October
             1, 1992.

     (e) An employe who retired under the Program or who is eligible for a
         deferred retirement benefit pursuant to the provisions of Part A of
         the Program, and who has surviving spouse coverage in effect but
         whose designated spouse predeceases him, may have his monthly basic
         benefit restored to the amount payable without such coverage,
         effective the first day of the third month following the month in
         which the Corporation receives evidence satisfactory to the
         Corporation of the spouse's death.

     (f) An employe who retired under the Program and who has a joint and
         survivor option, as provided under this Article I, Section 6, in
         effect with respect to his Part A benefit but whose designated
         contingent annuitant is deceased shall receive the increase in
         benefits which otherwise would have been payable to him under this
         Section 9 as if he had not elected such option.

     (g) An employe who retired or retires under Article I of the Program
         with benefits payable commencing on or after January 1, 1962, who
         marries, or remarries, subsequent to the earliest date survivor
         benefit coverage was in effect, or was not in effect on such date
         solely because the retired employe was not then married, may elect,
         or re−elect, survivor benefit coverage under Part A. Any such
         coverage, and the benefits thereunder, shall be provided under the
         terms and conditions of the Program in effect at the time of the
         employe's
                                    39
   49

A, Art. I, 9(g)

            retirement. Such coverage shall become effective on the first day
            of the third month following the month in which the Corporation
            receives a completed election form, but in no event before the
            first day of the month following the month in which the retired
            employe has been married one year.

            No election provided hereunder shall become effective under any
            circumstance for any retired employe whose completed election form
            is received by the Corporation after the first day of the month in
            which the retired employe has been married one year.

            This subsection (g) also shall be applicable to an employe retired
            with benefits payable commencing on or after October 1, 1990.

        (h) Monthly benefits payable under this Section 9 on and after October
            1, 1990 shall not be limited by the 70% benefit limitation in
            Section 7(g) of this Article I.

        (i) The monthly amount of any lifetime supplement payable to an
            employe retired with benefits payable commencing on or after March
            1, 1974 with 30 or more years of credited service shall not exceed
            $35.00 when added to the Part B Supplementary benefit payable at
            retirement without reduction for survivor coverage.

        (j) The monthly amount of any age−service supplement payable to an
            employe retired with benefits payable commencing on or after March
            1, 1974 with less than 30 years of credited service, but after
            attaining age 62 and one month, shall be $1.00 per month per year
            of credited service, reduced by 1/36th for each complete calendar
            month that the employe was under age 65 at date of retirement and
            further reduced by any Part B Supplementary benefit payable at
            retirement without reduction for survivor coverage.

                                      40
   50
                                                                      A, Art. II


                                     ARTICLE II

                                  CREDITED SERVICE

                       (APPLICABLE TO BENEFITS UNDER PART A
                     AND SUPPLEMENTARY BENEFITS UNDER PART B)


SECTION 1. GENERAL

        (a) For purposes of determining "credited service" as used in this
            Program, the word "employment" shall include

            (1) all employment prior to an employe's retirement, or termination
                of employment, whichever is earlier, whether on salary or
                hourly−rate, with the Corporation or its directly or indirectly
                wholly−owned or substantially wholly−owned domestic or foreign
                subsidiaries in accordance with I.R.C. Section 414(b), (c),
                (m), (n), and (o), as well as service with any company
                (including service with any directly or indirectly wholly−owned
                or substantially wholly−owned subsidiary of such company) of
                which substantially all the assets have been acquired by the
                Corporation or its subsidiaries, excluding any directly or
                indirectly wholly−owned or substantially wholly−owned
                subsidiary of the Corporation acquired or formed by the
                Corporation on or after March 1, 1984, provided that no
                employment prior to date of acquisition with any such directly
                or indirectly wholly−owned or substantially wholly−owned
                domestic or foreign subsidiary acquired after October 1, 1950
                or with any company (including employment with any directly or
                indirectly wholly−owned or substantially wholly−owned
                subsidiary of such company) of which substantially all the
                assets are acquired by the Corporation or its subsidiaries after
                October 1, 1950 shall be taken into account for purposes of
                determining credited service; and

                                        41
   51

A, Art. II, 1(a)(2)

            (2) any period of employment with a company in which General
                Motors Corporation held, directly or indirectly, at least 25%
                of the common stock, if such employment was immediately
                followed by employment commencing prior to October 1, 1950 with
                General Motors Corporation or its directly or indirectly
                wholly−owned or substantially wholly−owned domestic or foreign
                subsidiaries provided the inclusion of such period of
                employment is authorized under such rules as may be established
                in conformity with the objectives of the Program by the Named
                Fiduciary or its delegate.

        (b) For the purposes of this Program, credited service is generally
            considered automatically broken by a quit or discharge; provided
            that if, after a quit or discharge, an employe has been or is
            rehired, his credited service shall be reinstated as provided in
            Section 4(a) of this Article II. However, the period during which
            such employe is absent from service because of such quit or
            discharge shall not be included in the calculation of the amount of
            credited service, unless the employe was or is absent from service
            at the request of, or with the approval of, the Corporation for
            the purpose of employment with a company affiliated with the
            Corporation and, upon termination of such employment with such
            affiliate, returned or returns to the service of the Corporation as
            his first employment following his employment with the affiliate.

        (c) Credited service (and years of credited service) as used in this
            Program shall be computed to the nearest full month and shall be
            the sum of the number of years (and months thereof) of (i) credited
            service prior to October 1, 1950, and (ii) credited service on or
            after October 1, 1950. Provisions regarding credited service prior
            to October 1, 1950, are set forth in the General Motors Retirement
            Program for Salaried Employes as amended through October 1, 1984.

                                       42
   52
                                                                   A, Art. II, 2


SECTION 2. CREDITED SERVICE SUBSEQUENT TO OCTOBER 1, 1950

        (a) Credited service shall consist of the number of years (to the
            nearest 1/12 thereof) represented by:

            (1) All periods of regular employment subsequent to October 1,
                1950, for which an employe receives compensation. No
                credited service shall accrue hereunder for an employe
                classified as a Flexible Service employe except as otherwise
                provided in subsection (e) of this Section 2.

            (2) All periods of absence prior to (i) an employe's retirement, or
                (ii) termination of employment, whichever is earlier, under
                a compensable Disability Leave of Absence, as defined in
                Section 8 of this Article II.

            (3) All periods of absence prior to (i) an employe's retirement, or
                (ii) termination of employment, whichever is earlier,
                under an approved Military Leave of Absence provided the
                employe is reemployed in accordance with the terms of such
                leave of absence. However, such credited service shall not
                exceed four years, or such longer period during which he has
                reemployment rights pursuant to any Federal law, and provided,
                further, that the employe is reemployed in accordance with the
                terms of such leave of absence or, if reemployed by the
                Corporation at a location other than the location from which
                the leave was granted, within 90 days from the date of his
                discharge from the armed forces.




                                       43
   53

A, Art. II, 2(a)(4)

            (4) All periods of absence during any calendar year after December
                31, 1967 and prior to an employe's retirement under a layoff
                or an approved noncompensable Disability Leave of Absence
                provided the employe receives compensation for periods totaling
                at least one month during such calendar year, and provided
                further, that if such layoff or Disability Leave of Absence
                commences in a calendar year after December 31, 1969 and
                continues after that year, credited service shall be granted
                for each calendar month of such absence, not to exceed eleven
                months of credit for all such absence related to receipt of
                such compensation from the Corporation in the first year. For
                the purposes of this subparagraph (a)(4) only, an employe who
                is laid off and whose first day of absence due to such layoff
                is the first regularly scheduled work day in January shall be
                deemed to have been laid off on December 31 of the year in
                which he last worked. An employe who returns to work on or
                after October 1, 1979 and receives pay for a period of less
                than one month and who thereafter returns to such layoff or
                Disability Leave of Absence, shall not be disqualified, solely
                because of the receipt of such pay, from receiving any such
                credit for which he otherwise would be eligible hereunder.

        (b) An employe who is at work on or after March 1, 1982, and

            (1) is laid off on or after March 1, 1982, and

            (2) has 10 or more years of credited service at the time such layoff
                commences, and

            (3) while on such layoff receives the maximum eleven months of
                credited service for absence due to layoff or Disability Leave
                of Absence in accordance with subparagraph (a)(4) above, and


                                      44
   54

A, Art. II, 2(b)(4)


            (4) thereafter continues to be absent due to such layoff,

            shall be granted credited service for each additional month of such
            absence, not to exceed a maximum of twelve months of credit.

        (c) For an employe who has at least five years of credited service (1)
            as of December 31, 1967 and who was absent under a layoff during
            any calendar year after December 31, 1955 and prior to January 1,
            1963, or (2) as of December 31, 1973 and who was absent under a
            layoff during any calendar year after December 31, 1950 and prior to
            January 1, 1956, or (3) as of October 1, 1979 and who was absent
            under a layoff during any calendar year after December 31, 1962 and
            prior to January 1, 1968, or (4) as of October 1, 1984 and who was
            absent under a layoff during any calendar month after December 31,
            1978 and prior to January 1, 1984, credited service shall be
            granted for each calendar month of such absence, not previously
            credited under this Section 2 during which such employe remained on
            layoff status and retained credited service, the amount of credited
            service to be granted per year being the months of such absence in
            such year multiplied by a percentage as set forth in the following
            table:



                        Employe's Credited Service on
                 December 31, 1967 in the Case of (1) Above
                or December 31, 1973 in the Case of (2) Above
                 or October 1, 1979 in the Case of (3) Above
                 or October 1, 1984 in the Case of (4) Above         %
                −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−


                        20   years   or more                         100
                        15   years   but less than 20 years          75
                        10   years   but less than 15 years          50
                         5   years   but less than 10 years          25



            provided that the employe makes proper application.

                                           45
   55

A, Art. II, 2(d)

        (d) All periods on an approved leave of absence as provided for in
            certain collective bargaining agreements pursuant to policy and
            rules as may be established by the Corporation.

        (e) All hours worked and compensated while classified as a Flexible
            Service employe on and after August 7, 1984, except that no
            credited service will accrue prior to the later of:

            (1) one year of employment, or

            (2) attainment of age 21 (age 25 prior to October 1, 1985).

            Credited service during Flexible Service employment will be
            based on compensated hours worked and will accumulate only if
            the employe works 750 or more hours during the calendar year,
            as follows:



                                                    Equivalent Months
                      Compensated Hours            of Credited Service
                   −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                              Less than 750                None
                      750 but less than 895                  6
                    895 but less than 1040                   7
                   1040 but less than 1185                   8
                   1185 but less than 1330                   9
                   1330 but less than 1475                  10
                   1475 but less than 1615                  11
                   1615 or more                             12



        (f) Notwithstanding any other section of this Article II, in the case
            of an employe who shall retire on or after October 1, 1990, the
            employe's credited service for the period before January 1, 1966
            shall not be less than the employe's length of service as of
            December 31, 1965.

                                        46
   56

A, Art. II, 3

SECTION 3. LOSS OF CREDITED SERVICE

        Unless otherwise provided by the Named Fiduciary or its delegate,
        credited service will be broken, and all prior credited service will
        be lost, notwithstanding the provisions of Sections 1 and 2 above, if
        the employe:

        (a) Quits,

        (b) Is discharged for cause,

        (c) Is paid a separation allowance because of his refusal to accept a
            salaried position or an hourly−rate job in accordance with
            Corporation policy,

        (d) Is laid off or is given an approved leave of absence (excluding
            Military and compensable Disability Leave of Absence) if the period
            of continuous absence is one year or more and is equal to or in
            excess of the employe's credited service prior to such layoff or
            approved leave of absence,

        (e) Fails to report for work in accordance with the terms of a Military
            or compensable Disability Leave of Absence,

        (f) Is given a final release or a mutually satisfactory release, or

        (g) Is separated under any classification other than those specifically
            covered above.




                                       47
   57

A, Art. II, 3

        For the purposes of this Section 3, credited service will not be
        broken and prior credited service will not be lost as a result of any
        separation if the period following immediately thereafter is a period
        during which compensation by the Corporation or its directly or
        indirectly wholly−owned or substantially wholly−owned domestic or
        foreign subsidiaries was on a commission basis and such period is
        followed immediately thereafter by salaried or hourly−rate employment.
        However, except as provided in Section 10 of General Provisions, any
        such period during which compensation was on a commission basis shall
        not be included in the calculation of the amount of credited service.


SECTION 4. REINSTATEMENT OF CREDITED SERVICE

        (a) Any employe who loses credited service under the provisions of
            Section 3 immediately above and is later reemployed by the
            Corporation shall have such credited service reinstated upon making
            proper application.

        (b) Any employe retired under the total and permanent disability
            provisions of this Program who subsequently is deemed recovered and
            whose disability benefit then ceases will then have reinstated the
            credited service the employe had at the time of disability
            retirement, provided the employe is reemployed, or is granted a
            leave of absence or otherwise given the status of an inactive
            employe, by the Corporation.

        (c) Any employe retired under the provisions of this Program, except
            total and permanent disability retirement, who subsequently is
            reemployed by the Corporation or one of its directly or indirectly
            wholly−owned or substantially wholly−owned subsidiaries will then
            have reinstated the credited service the employe had at the time of
            retirement.


                                       48
58

                                                             A, Art. II, 4(d)

     (d) If a former employe who is entitled to a deferred retirement benefit
         under Part A and, if applicable, a deferred supplementary
         retirement benefit under Part B (or a deferred pension under the
         "General Motors Hourly−Rate Employes Pension Plan") is reemployed
         by the Corporation prior to the commencement of such deferred
         retirement benefits, such employe shall, upon making proper
         application, have reinstated, in lieu of such deferred retirement
         benefits, the credited service lost at the time the employe became
         entitled to such deferred retirement benefits; provided that if an
         employe with 10 or more years of credited service

         (1) is reemployed by, and works for, the Corporation within 36
             months of the date he lost credited service under Section
             3 of this Article II, and

         (2) becomes disabled while employed by the Corporation for less
             than 5 months, and such disability is continuous for a period
             of 5 months during which he makes proper application and
             submits medical evidence satisfactory to the Corporation that
             he is totally and permanently disabled,

         he will be deemed eligible for a disability retirement benefit
         under Section 4 of Article I of this Part A and such benefit
         will be payable pursuant to Section 2 of the General
         Provisions of this Program, as though he had been an employe
         throughout such disability period.




                                    49
   59

A, Art. II, 5

SECTION 5. CREDITED SERVICE OF EMPLOYES FORMERLY ON THE HOURLY ROLL

        Any employe transferred from the hourly roll to the salary roll, or
        hired as a salaried employe following the loss of credited service as
        an hourly−rate employe, shall, upon making proper application, receive
        credit to the nearest 1/10th of a year for his credited service as
        recognized under the "General Motors Hourly−Rate Employes Pension
        Plan". Employment while covered under The GM Special Pension Plan
        shall not be credited hereunder, except for an employe with seniority
        on March 1, 1988, who has not received a cash payment representing his
        accrued benefit under The Special Pension Plan.

SECTION 6. SERVICE WITH A FOREIGN SUBSIDIARY

        An employe whose employment as an hourly or salaried employe with a
        directly or indirectly wholly−owned or substantially wholly−owned
        foreign subsidiary of General Motors Corporation has been terminated
        other than by retirement, shall be granted credited service under this
        Program for any periods of active service with such foreign subsidiary
        or, if greater, the amount of service credited to such employe under
        any pension or retirement plan of the foreign subsidiary at the time
        of his termination, excluding any directly or indirectly wholly−owned
        or substantially wholly−owned subsidiary of the Corporation acquired
        or formed by the Corporation on or after March 1, 1984, provided such
        service was prior to his most recent period of active service credited
        under this Program.

        Any monthly Part A benefits or supplementary benefits under Part B
        payable under this Program to a retired employe who has received
        credited service under this Section 6 will be reduced by an amount
        equivalent to the total of any monthly benefits (or lump−sum payment)
        that could be payable to such employe under any


                                       50
   60

                                                                   A, Art. II, 6

        other retirement plan to which the foreign subsidiary has contributed,
        excluding, however, any retirement benefits or portion thereof
        purchased by employe contributions. Any survivor benefits payable
        under this Program to a survivor of such an employe shall be subject
        to similar reduction by monthly survivor benefits payable under any
        other plan to which the foreign subsidiary has contributed.

SECTION 7. NO DUPLICATION OF CREDITED SERVICE

        There shall be no duplication of credited service and no more than a
        year's credit will be given for any calendar year except as otherwise
        provided in Sections 10 and 12 of this Article II with respect to
        foundry and asbestos service.

SECTION 8. COMPENSABLE DISABILITY LEAVE OF ABSENCE

        The term "Compensable Disability Leave of Absence" as used herein means
        an absence from work because of occupational injury or disease incurred
        in the course of employment, and on account of which absence the
        employe receives Workers Compensation while on an approved leave of
        absence.

SECTION 9. TEMPORARY EMPLOYMENT

        A regular employe, with periods of temporary employment prior to the
        date he last worked as a regular employe, will be granted credited
        service for actual time paid while working on any temporary employment
        immediately preceding regular employment.




                                       51
   61

A, Art. II, 10

SECTION 10.   FOUNDRY SERVICE

        An employe who has credited service on or after October 1, 1990 and who
        at retirement has over 10 years of credited service which he accrued
        while employed in certain salaried positions in specified foundries as
        set forth in Appendix A shall receive additional credited service
        related thereto for purposes of this Part A. Total credited service for
        any such employe shall be the sum of (i) credited service otherwise
        credited to him, and (ii) any such additional credited service which
        shall be credited to him in accordance with the following table:




                     Years of Credited Service         Additional
                     Credited on Foundry Jobs       Credited Service
                  −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                  For years 1 through 10                    0
                  For 10 years, 1 month through 25       33−1/3%
                  For years over 25                        20%




SECTION 11.   HOURS, YEARS AND BREAKS IN SERVICE TO COMPLY WITH
              THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

        (a) An employe who breaks credited service on or after October 1, 1990
            who would be eligible for a deferred benefit under Article III of
            this Part A, except solely for the fact that he does not have at
            least 5 years of credited service under the foregoing Sections of
            this Article II, shall be eligible for a deferred benefit under
            the provisions of Article III of this Part A, if at the time the
            employe breaks credited service, he has 5 years of service solely
            as determined under this Section 11, and provided that such
            employe is credited with one hour or more of credited service or
            service accrued on or after January 1, 1989.


                                       52
62

                                                           A, Art. II, 11(b)

     (b) The monthly amount of any such deferred benefit shall be based
         solely on the credited service that the employe had under the
         foregoing Sections of this Article II when he broke credited
         service.

     (c) No employe shall be eligible to be covered under this Section 11
         until he (i) attains age 21, or (ii) completes 1 year of service
         under this Section 11, whichever is later. Rehired employes shall
         participate immediately.

     (d) An employe shall complete 1 year of service when he completes 750
         hours of service in the 12 consecutive month period beginning with
         his employment commencement date. If an employe fails to complete
         750 hours of service in such period, he shall complete 1 year of
         service in the first 12 consecutive month period thereafter in
         which he completes 750 hours of service, measured from each
         succeeding anniversary of his employment commencement date.
         Thereafter, an employe shall complete 1 year of service during each
         12 consecutive month period in which he completes 750 hours of
         service, measured from the anniversary of his employment
         commencement date. A year of service under this Section 11 shall
         include service (i) with affiliated group members accrued
         subsequent to acquisition, (ii) rendered to the Corporation as a
         former leased employe (but only upon employe application with
         substantiation of such service satisfactory to the Corporation),
         and (iii) rendered to the Corporation as an hourly−rate employe in
         accordance with I.R.C. Section 414(b), (c), (m), (n), and (o).

     (e) An employe who satisfies the eligibility requirements of this
         Section 11, and who is otherwise entitled to participate in the
         Program, shall commence participation under this Section 11 if he
         satisfies such requirements (i) between April 1 and September 30;
         on the first day of the plan year beginning after the date on
         which such requirements are satisfied, or (ii) between
         October 1 and March 31; on the first day of the plan year that
         includes the date such requirements are satisfied, but in no event
         shall any employe participate hereunder if he breaks length of
         service prior to such commencement date.

                                   53
   63

A,Art.II,11(f)

         (f)     An employe shall complete an hour of service under this
                 Section 11 for each hour for which he is paid by the
                 Corporation for working or for which he is paid by the
                 Corporation for having been entitled to work. Any hours for
                 which an employe receives pay for having been entitled to
                 work, irrespective of mitigation of damages, shall be credited
                 to the period or periods he was so entitled, rather than to
                 the period in which he receives such pay. There shall be no
                 duplication of any hours of service under this Section 11.

         (g)     Solely for purposes of determining years of service for
                 vesting under this Section 11, all of the employe's years of
                 service shall be taken into account except the following: (i)
                 years of service before age 18 (age 22 prior to October 1,
                 1985); (ii) years of service before January 1, 1971, unless
                 the employe has at least 3 years of service after December 31,
                 1970; (iii) years of service prior to any 1−year break in
                 service as defined herein, until the employe completes a year
                 of service after such break; (iv) for non−vested participants
                 under this Section 11, years of service prior to any 1−year
                 break in service if the number of such consecutive breaks
                 equals or exceeds the aggregate number of years of service
                 prior to such break, for a non−vested participant at work on
                 or after October 1, 1985, years of service prior to any 1−year
                 break in service if the number of such consecutive breaks
                 equals or exceeds the greater of 5, or the aggregate number of
                 years prior to such break (such aggregate number of years of
                 service before such break shall not include any years of
                 service not required to be taken into account under this
                 Section 11 by reason of any prior break in service); (v) years
                 of service before October 1, 1976, if such service would have
                 been disregarded under rules of the Program as in effect on
                 October 1, 1976, regarding breaks of service; and (vi) any
                 year in which the employe completes less than 750 hours of
                 service.


                                       54
   64

                                                                    A,Art.II,11(h)

         (h)       An employe shall incur a 1−year break in service under this
                   Section 11 in any 12 consecutive month period during which he
                   does not complete more than 375 hours of service, measured
                   from the anniversary of his employment commencement date.
                   Solely for purposes of determining whether an employe has
                   incurred such 1−year break in service, in addition to hours
                   worked which are paid by the Corporation, any hours which an
                   employe does not work but for which he is paid by the
                   Corporation for vacation, sickness or disability, or is
                   entitled to be so paid, directly or indirectly, shall be taken
                   into consideration. For any absence from work commencing on
                   and after October 1, 1985 by reason of pregnancy of the
                   individual, childbirth, placement of a child related to an
                   adoption, or for child care purposes immediately following
                   such birth or placement, the employe shall be credited with
                   the hours of work for which he otherwise would have been
                   scheduled, or, if unable to determine such scheduled hours, 8
                   hours for each work day of such absence, not to exceed a total
                   of 501 hours for any such absence. Such hours shall be
                   credited in the year in which the absence commences if
                   necessary to prevent incurring a 1−year break in service,
                   otherwise such hours shall be credited in the immediately
                   following year.

SECTION 12.    ASBESTOS SERVICE

         An employe with credited service on or after October 1, 1990 who at
         retirement has over 10 years of credited service which was accrued
         while employed in certain salaried positions in specified asbestos
         operations as set forth in Appendix B shall receive additional
         credited service related thereto for purposes of this Part A, in the
         same manner as set forth in Section 10 of this Article II.




                                         55
   65

A, Art. III

                                    ARTICLE III
               RETENTION OF DEFERRED RETIREMENT BENEFIT IF SEPARATED

         (a)       Any employe who, on or after October 1, 1990, loses
                   accumulated credited service under the provisions of Article
                   II of this Part A shall be eligible for a deferred retirement
                   benefit under this Part A if such employe is not retired and
                   eligible for benefits pursuant to Article I of this Part A,
                   and provided the credited service of such employe at
                   separation is at least 5 years, or such employe satisfies the
                   service requirements of Section 11 of Article II of this Part
                   A, and provided that such employe is credited with one hour or
                   more of credited service or "service" accrued on or after
                   January 1, 1989, or such employe has attained the Normal
                   Retirement Age as defined in Section 1(g) of the General
                   Provisions.

         (b)       The monthly amount of any deferred retirement benefit shall be
                   a basic benefit for each year of credited service, determined
                   by his Benefit Class Code as set forth in Section 1 (c) of
                   Article I of this Part A when he lost credited service, as set
                   forth in the table immediately following:



                          Date of Loss            Benefit          Basic
                               of                  Class          Benefit
                        Credited Service            Code            Rate
                       −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
                                                                     $

                       October 1, 1990               A              28.35
                       through                       B              28.60
                       September 30, 1991            C              28.85
                                                     D              29.10
                       October 1, 1991               A              29.50
                       through                       B              29.75
                       September 30, 1992            C              30.00
                                                     D              30.25
                       October 1, 1992               A              30.70
                       and After                     B              30.95
                                                     C              31.20
                                                     D              31.45


                                         56
   66

                                                              A, Art. III, (c)

         (c)     A former employe who is eligible for a deferred retirement
                 benefit may at the election of such former employe receive
                 either

                 (1)    a monthly benefit commencing at or after age 65
                        determined in accordance with subsection (b) above, or

                 (2)    a monthly benefit commencing after age 55 and prior to
                        age 65 determined in accordance with subsection (b)
                        above, reduced as follows:



                                       Age When
                                   Benefit Commences            Percentage(*)
                                   −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−

                                            55                    42.8%
                                            56                    46.8
                                            57                    51.2
                                            58                    55.5
                                            59                    59.6
                                            60                    64.0
                                            61                    71.2
                                            62                    78.4
                                            63                    85.6
                                            64                    92.8
                                            65                   100.0


(*) Prorated for intermediate ages computed on the basis of the number of
    complete calendar months by which the employe is under the age he will
    attain at his next birthday.




                                       57
   67

A, Art. III, (d)

         (d)       The deferred retirement benefit shall be payable commencing
                   the first day of the month coinciding with or next following
                   the employe's attainment of the applicable age set forth in
                   subsection (c) of this Article III or, if later, the first day
                   of the month following the month in which the Corporation
                   receives a written request from such former employe; provided
                   that such written request shall be valid and effective only if
                   it is filed with the Corporation not earlier than 60 days
                   prior to the date such former employe first became eligible
                   for such benefit, and, for such employe who broke credited
                   service prior to October 1, 1976, not later than his 70th
                   birthday, otherwise no deferred retirement benefit shall be
                   payable at any time.

         (e)       The amount of any monthly retirement benefit otherwise payable
                   to a former employe eligible for a deferred retirement benefit
                   will be reduced by the value of any past and future benefits
                   paid or payable to any alternate payee(s) under a Qualified
                   Domestic Relations Order within the meaning of I.R.C. Section
                   414(p).

                   The actuarial value will be used to determine any amount to be
                   paid to any such payee(s), if applicable, and the remaining
                   benefit entitlement of the employe.




                                         58
   68

                                                                      B, Art. I



                         PART B − CONTRIBUTORY BENEFITS


                                   ARTICLE I

                    PROVISIONS RELATING TO PRIMARY BENEFITS
                           AND SUPPLEMENTARY BENEFITS

SECTION 1. ELIGIBILITY REQUIREMENTS

         (a)     FOR PRIMARY BENEFITS

                 Each salaried employe will be eligible to commence
                 contributing under Part B on the first day of any month
                 provided that at the time he commences to contribute all of
                 the following conditions are met:

                 (1)      Such employe has reached age 21;

                 (2)      Such employe has at least six months of continuous
                          service; and

                 (3)      Such employe's base salary rate is greater than
                          $2000 per month.

         (b)     FOR SUPPLEMENTARY BENEFITS

                 (1)      An employe who has 5 or more years of credited
                          service as determined under Article II of Part A, or
                          an employe who satisfies the "service" requirements
                          of Section 11 of Article II of Part A, or an employe
                          retired as a normal retirement on or after October 1,
                          1990, and in any case is eligible to receive benefits
                          under Part A, shall be entitled to receive
                          supplementary benefits under this Part B, if
                          otherwise eligible based upon his average monthly
                          base salary, for the following periods:

                                        59
   69

B, ART. I,1(b)(1)(i)

                       (i)     any period of credited service prior to
                               October 1, 1950, provided that on and after
                               October 1, 1950 the employe contributes at
                               all times while eligible and does not
                               withdraw his contributions prior to
                               termination of employment,

                       (ii)    the continuous period of credited service
                               during which the employe contributes under
                               Part B at all times while eligible to do so
                               and during which he does not withdraw his
                               contributions prior to termination of
                               employment, and

                       (iii)   any period, not credited under (i) or (ii)
                               immediately above, prior to the earliest date
                               on which the employe was eligible to
                               contribute or age 30, if later, provided that
                               such period shall not exceed the number of
                               years and fractions thereof credited under
                               (ii) above.

                 (2)   For the purpose of making the computation described
                       in paragraph (1) immediately above, if the employe:

                       (i)     failed to contribute (aa) while temporarily
                               absent and receiving salary at a reduced
                               rate, or (bb) for a period of absence during
                               which contributions are permitted under
                               Section 4 of Article II of this Part B, or
                               (cc) while under age 30, he shall not be
                               considered to have broken the continuous
                               period during which he contributed while
                               eligible,

                       (ii)    withdrew his contributions while on layoff
                               which did not result in loss of credited
                               service prior to such layoff, he shall not be
                               considered to have withdrawn his
                               contributions prior to termination of
                               employment, and

                                    60
   70

                                                         B, ART. I, 1(b)(2)(iii)

                        (iii)     withdrew his contributions under this Program
                                  while employed by any wholly−owned or
                                  substantially wholly−owned subsidiary whose
                                  employes are excluded from participation
                                  under this Program, the employe will forfeit
                                  any monthly Part B benefits for which he
                                  otherwise would have been eligible at
                                  retirement except as provided under Article
                                  II, Section 1(a)(2) of this Part B.

SECTION 2.     RETIREMENT BENEFITS

         (a)   RETIREMENT AT OR AFTER AGE 65

               Retirement benefits, if any, under Part B for an employe who
               retires at or after age 65 will commence on the first day of
               the month coinciding with or next following the employe's
               first day of absence because of retirement.

         (1)   PRIMARY BENEFITS

               The annual rate of primary retirement benefits payable after
               retirement under Part B at age 65 or after will be equal to
               the sum of

               (i)      60% of the total of the employe's own contributions
                        made prior to July 1, 1977,

               (ii)     75% of the total of such contributions made on and
                        after July 1, 1977 and prior to October 1, 1979, and

               (iii)    100% of the total of such contributions made on and
                        after October 1, 1979.


                                       61
   71

B, ART. I, 2(a)(2)

         (2)     SUPPLEMENTARY BENEFITS

                 The monthly supplementary retirement benefits shall be 1% of
                 the employe's average monthly base salary in excess of the
                 amount indicated below times the number of years and months of
                 the employe's credited service, as determined under Article II
                 of Part A, or as may be adjusted under Section 1 (b) above:



                             Retirement With      Part B Supplementary Benefit
                            Benefits Payable   Based on Average Monthly Base Salary
                               Commencing               In Excess of:
                −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−


                            October 1, 1990                 $
                            through
                            September 1, 1991             2,910.00

                            October 1, 1991
                            through
                            September 1, 1992             3,025.00

                            October 1, 1992
                            and after                     3,145.00

         (b)     RETIREMENT BETWEEN AGES 60 AND 65


                 (1)      If an employe retires voluntarily at or after age 60
                          prior to age 62, there shall be payable any
                          primary and supplementary benefits to which he may
                          enitled on account of service rendered up to the
                          of his retirement commencing on the first day of
                          the month coinciding with or next following his
                          attaining age 62 or he may elect to receive either
                          his primary benefit or supplementary benefit, or
                          both, on a reduced basis commencing on the first day
                          of any month coinciding with or following his first
                          day of absence because of retirement and prior to age
                          62. with such reduction being as set forth in the
                          table in Part A, Article I, Section 2(b)(2)(i).

                                       62
   72

                                                             B, ART. I, 2(b)(2)


                 (2)      An employe discharged for cause at or after age 60
                          and prior to age 65 shall be entitled to the benefits
                          described in Section 2(b)(1) above.


(c)     RETIREMENT PRIOR TO AGE 60 OTHER THAN FOR TOTAL AND PERMANENT
        DISABILITY

                 (1)      If an employe who has 10 or more years of credited
                          service retires voluntarily (i) at or after age 55
                          and prior to age 60 and whose combined years of age
                          and years of credited service (to the nearest 1/12th
                          in each case) at retirement total 85 or more, or (ii)
                          prior to age 55 with 30 or more years of credited
                          service, and in either case was hired prior to
                          January 1, 1988, he shall be entitled to primary and
                          supplementary retirement benefits on account of
                          service rendered up to the date of his retirement
                          commencing on the first day of the month coinciding
                          with or next following his attainment of age 62, or
                          he may elect to receive either his primary benefit or
                          supplementary benefit, or both, commencing on the
                          first day of any month coinciding with or following
                          his first day of absence because of retirement and
                          prior to age 62 in which case any benefits shall be
                          reduced from the amount that would otherwise be
                          payable commencing at age 62 multiplied by a
                          percentage as set forth in the table in Part A,
                          Article I, Section 2(b)(2)(i).

                 (2)      If an employe who has 10 or more years of credited
                          service retires voluntarily at or after age 55 and
                          prior to age 60 and (i) whose combined years of age
                          and years of credited service (to the nearest 1/12th
                          in each case) at retirement total less than 85, or
                          (ii) who was hired on or after January 1, 1988, he
                          shall be entitled to primary and supplementary
                          retirement benefits on account of service rendered up
                          to the date of his retirement commencing on the first
                          day of the month coinciding with or next following
                          his attainment of age 65, or he may

                                       63
   73

B, ART. I, 2(C)(2)

                          elect to receive either his primary benefit or
                          supplementary benefit, or both, commencing on the
                          first day of any month coinciding with or following
                          his first day of absence because of retirement and
                          prior to age 65 in which case any benefits shall be
                          reduced from the amount that otherwise would be
                          payable commencing at age 65 multiplied by a
                          percentage as set forth in the table in Part A,
                          Article I, Section 2(b)(2)(ii).

                 (3)      An employe (i) who has 10 or more years of credited
                          service and who is discharged for cause at or after
                          age 55 and prior to age 60, or (ii) who has 30 or
                          more years of credited service, was hired prior to
                          January 1, 1988, and who is discharged for cause
                          prior to age 55, shall be entitled to the benefits
                          described in Sections 2(c)(1) or 2(c)(2) above,
                          whichever is applicable.

         (d)     RETIREMENT PRIOR TO AGE 65 FOR TOTAL AND PERMANENT DISABILITY

                 If an employe is retired prior to age 65 for total and
                 permanent disability and commences to receive total and
                 permanent disability benefits under Part A, any supplementary
                 benefits to which he may be entitled on account of service
                 rendered up to the date of his retirement which are payable at
                 age 65 shall be payable commencing at the same time as
                 benefits payable under Part A without reduction in amount
                 because of such earlier commencement. Any primary benefits to
                 which the employe may be similarly entitled and which are
                 payable at age 65 shall be payable commencing on the first day
                 of the month with respect to which the initial benefit payment
                 is made under Part A without reduction in amount because of
                 such earlier commencement.

                                       64
74

                                                         B, ART. I, 2(e)

     (e)   REEMPLOYMENT

           If a retired employe who is receiving retirement benefits is
           reemployed by the Corporation or one of its directly or
           indirectly wholly−owned or substantially wholly−owned domestic
           or foreign subsidiaries, payment of his Part B benefits shall
           cease and he shall be treated thereafter for the purposes of
           this Program as if he had not previously retired, except that:

           (1)      For the purpose of (aa) the death benefit provisions
                    of Section 5(c)(4) and 6(a)(1) of this Article I, and
                    (bb) the provisions of Section 1(a)(2) of Article II
                    of this Part B relating to the return of an employe's
                    contributions, and solely with respect to the
                    employe's contributions made prior to the date his
                    primary benefits commenced because of retirement, no
                    interest will be credited on the employe's
                    contributions for the period during which he received
                    such primary benefits and upon his reemployment his
                    contributions will be deemed to have been reduced by
                    the amount of such primary benefits (but with such
                    reduction not to exceed the amount of his
                    contributions plus interest); and

           (2)      the amount of any death benefit otherwise
                    subsequently payable under Section 6(a)(2) of this
                    Article I shall be reduced by an amount equal to the
                    amount of reduction specified in the preceding item
                    (1).




                                 65
   75

B, ART. I, 3

SECTION 3. EMPLOYE CONTRIBUTIONS

         (a)     Each employe participating in Part B for primary benefits will
                 contribute 1.25% of the amount of his monthly base salary in
                 excess of $2,000.

         (b)     An employe may accrue Part B primary benefits for no more than
                 35 years. In that regard, however, an otherwise eligible
                 employe who remains at work for GM after contributing for 35
                 years, may continue to contribute, while otherwise eligible to
                 do so, except that his contributions made in his earliest
                 months of Program participation, commencing with the first
                 month of participation and continuing sequentially thereafter,
                 shall be used to reduce, on a dollar−for−dollar basis, the
                 gross amount of each current monthly contribution that
                 otherwise might be made, as determined by the employe's most
                 recent monthly base salary. The full amount of all such prior
                 contributions used in any such reduction will be used to
                 determine the employe's monthly amount of Part B primary
                 benefits, but at the updated Part B benefit accrual rate. The
                 overall effect of the treatment described herein is to limit
                 to 35 years the period in which any employe may accrue Part B
                 primary benefits, but to maximize the monthly Part B primary
                 benefit generated by such contributions.

         (c)     An employe may continue to contribute from the date he first
                 becomes eligible until he (1) ceases to be eligible, or (2)
                 retires, any provisions of the preceding paragraph to the
                 contrary notwithstanding.

         (d)     If an employe at any time or for any reason withdraws his
                 contributions, he shall not be entitled to any primary
                 retirement benefits under Part B with respect to any period of
                 service prior to the date of such withdrawal of contributions,
                 except as otherwise provided in Sections 1(a)(1) abd (2) and
                 2(c)(2) of Article 11 of this Part B, or in subsections (e)
                 and (g) of this Section 3.

                                       66
   76

                                                               B, ART. I, 3(e)

         (e)     If an employe with 5 or more years of credited service, as
                 determined under Article II of Part A, at any time or for any
                 reason withdraws his contributions, he shall not forfeit any
                 deferred benefits which are attributable to the Corporation's
                 contributions made up to the time of such withdrawal of
                 contributions.

         (f)     If an employe at any time or for any reason withdraws his
                 contributions, he shall not be entitled to make any additional
                 withdrawal of his contributions for a period of two years from
                 the date of such withdrawal of contributions.

         (g)     In the event an employe withdraws his contributions under this
                 Program, he thereafter shall not have any right to repay in a
                 lump−sum the amount withdrawn. Such employe, if vested, will
                 be entitled to a Corporation provided benefit which will not
                 be less than an amount determined under (i) Article III of
                 Part A, and (ii) this Part B, less an amount attributable to
                 the employe contributions withdrawn, as may be determined in
                 accordance with applicable IRS regulations.

SECTION 4. OPTIONAL FORMS OF RETIREMENT BENEFITS

         (a)     SURVIVING SPOUSE COVERAGE

                 In lieu of any primary or supplementary benefits otherwise
                 payable hereunder, an employe who retires or is retired or who
                 loses credited service and is eligible for a deferred
                 retirement benefit pursuant to the provisions of Articles II
                 or III of this Part B, shall be deemed to have elected
                 automatically a reduced amount of primary and/or supplementary
                 benefits to provide surviving spouse coverage in accordance
                 with the provisions of Part A, Article II, Section 5(a)
                 through (g) of this program. An employe may prevent

                                       67
   77

B, ART. I, 4(a)

                  This automatic election during the month prior to the
                  effective date by executing a specific written rejection of
                  such election, which includes the written consent of his
                  spouse witnessed by the program representative, or a notary
                  public, on a form approved by the Corporation and filing it
                  with the Corporation. An employe may revoke a written
                  rejection of this automatic election, without the consent of
                  the spouse, at any time prior to commencement of benefits.

         (b)      JOINT AND SURVIVOR OPTION

                  Under this option, any person may be designated by the employe
                  as the contingent annuitant. The amount of monthly benefits
                  payable to such contingent annuitant if such contingent
                  annuitant is living at the death of the employe shall equal
                  any designated percentage, up to a maximum of 100%, of that
                  portion of the employe's reduced monthly benefits (which are
                  in lieu of benefits otherwise payable as primary benefits,
                  supplementary benefits, or both, as the case may be) as to
                  which the coverage is elected. Benefits hereunder shall be
                  provided in accordance with the provisions of Part A, Article
                  I, Section 6 of this Program.

         (c)      THE SURVIVING SPOUSE OF AN EMPLOYE WHO

                  (1)      dies on or after attaining age 55 with 10 or more
                           years of credited service, or at any age with 30 or
                           more years of credited service and his date of hire
                           was prior to January 1, 1988, but before the first
                           day of the month coinciding with or next following
                           the first day of absence because of retirement (or,
                           if later, the commencement date of his monthly basic
                           benefit in the case of an employe who defers the
                           receipt of his monthly benefit under Part A, Article
                           I, Section 2(b)(2)), and

                                        68
   78

                                                            B, ART. I, 4(c)(2)

                 (2)      if he had retired at the date of his death, would
                          have been eligible for the coverage under Part A,
                          Article I, Section 5(a) of this Program, and

                 (3)      is not covered by the provisions of Section 5 of this
                          Article I

                 shall be entitled to any primary or supplementary benefits
                 otherwise payable in accordance with the provisions of Part
                 A, Article I, Section 5(h) of this Program.

SECTION 5. BENEFITS FOR SURVIVING SPOUSE IN EVENT OF AN EMPLOYE'S DEATH PRIOR
           TO RETIREMENT

         (a)     ELECTION OF COVERAGE

                 An employe who is participating for primary benefits under
                 this Part B shall be deemed to have elected automatically,
                 subject to all the conditions thereof, to provide, in the
                 event of an employe's death prior to retirement, a monthly
                 benefit for the further lifetime of the employe's designated
                 surviving spouse.

         (b)     BENEFITS PAYABLE

                 The monthly benefit payable to such spouse following the
                 employe's death while this coverage is, or is assumed to be,
                 in effect shall be an amount equal to 60% of the employe's
                 accrued primary and supplementary benefits under Part B of
                 this Program applicable on account of service rendered up to
                 his date of death which would otherwise have been payable
                 under this Part B upon retirement of the employe at age 65.
                 The 60% will be increased by one−quarter of one percent (1/4%)
                 for each 12 months in excess of five (5) years that the
                 spouse's age exceeds the employe's age or decreased by
                 one−quarter of one percent (1/4%) for each 12 months in excess
                 of five (5) years that the spouse's age is less than the
                 employe's age.

                                        69
   79

B, ART. I, 5(c)

         (c)      GENERAL PROVISIONS

                  (1)      Payment of the monthly benefit to the surviving
                           spouse following an employe's death shall be in lieu
                           of any death benefits otherwise payable to such
                           spouse under Part B of this Program.

                  (2)      The benefit payable to an eligible surviving spouse
                           under subsection (b) of this Section 5 shall include
                           a benefit related to the employe's accrued
                           supplementary benefit even though the employe's
                           credited service is less than 5 years on his date of
                           death.

                  (3)      Payment of the monthly benefit to the surviving
                           spouse following the employe's death while this
                           coverage is in effect shall commence on the first day
                           of the month following the month in which the death
                           of the employe occurs and shall continue during the
                           further lifetime of such surviving spouse.

                  (4)      Upon the death of the designated surviving spouse
                           following the employe's death while this coverage was
                           in effect, there shall be paid to the beneficiary
                           designated by the employe (or, if the employe has
                           designated no beneficiary, to the estate of such
                           spouse) an amount equal to the excess, if any, of (i)
                           all of the employe's contributions under this Program
                           as to which this coverage is applicable plus interest
                           to the date of the employe's death over (ii) the
                           total of any amounts paid to such spouse under this
                           coverage.

                  (5)      No additional contributions under the Program will be
                           required of an employe by reason of this coverage.

                                        70
80

                                                          B, ART. I, 5(d)

     (d)   EFFECTIVE DATE OF COVERAGE

           The effective date of this coverage shall be the first day of
           the month coinciding with the employe's commencement of
           participation in Part B of this program, except that in the
           case of an employe who marries or remarries subsequent to age
           21, the effective date of the coverage with respect to the
           spouse by such marriage or remarriage shall be the first day
           of the month coinciding with or next following the first
           anniversary of such marriage or remarriage.

     (e)   DURATION OF COVERAGE

           Once the coverage has become effective it will remain in
           effect (and benefits will become payable thereunder to the
           designated surviving spouse in the event of the employe's
           death) up to but excluding the earliest of the following dates:

           (1)      the date of the final dissolution of the employe's
                    marriage other than by the employe's death, unless a
                    Qualified Domestic Relations order within the meaning
                    of I.R.C. Section 414(p) provides to the contrary;

           (2)      the first day of the month coinciding with or next
                    following the employe's first day of absence because
                    of retirement, except that in the case of an employe
                    who retires for total and permanent disability on or
                    after January 1, 1974 with less than 30 years of
                    credited service, the coverage may remain in effect
                    until the first day of the month coinciding with or
                    next following the employe's attainment of age 55; or




                                  71
   81

B, ART. I, 5(e)(3)

                 (3)        the first day of the month coinciding with or next
                            following 12 successive months from the effective
                            date of layoff, special leave of absence without pay
                            or transfer to the hourly rolls, except that in the
                            case of an employe who has 10 or more years of
                            credited service, the coverage may remain in effect
                            until the first day of the month coinciding with or
                            next following 24 successive months from such
                            effective date.

         (f)     ALTERNATIVE COVERAGE

                 In the event the coverage described in this Section 5 ceases
                 to be effective, and the employe has 5 or more years of
                 credited service, or satisfies the "service" requirements of
                 Section 11 of Article II of Part A, and in either case is
                 credited with one or more hours of credited service or
                 "service" accrued on or after January 1, 1989, survivor
                 coverage as described in, and in accordance with, the
                 provisions of Part A, Article I, Section 5(j) of this Program,
                 is provided with respect to any accrued Part B benefits.

SECTION 6. DEATH BENEFITS

         (a)     Upon the death of the employe or, if later, the death of any
                 contingent annuitant designated by the employe if either of
                 the coverages provided under Section 4 of this Article I has
                 become effective with respect to primary benefits otherwise
                 payable under this Part B, there shall be paid to the
                 beneficiary designated by the employe or, if the employe has
                 designated no beneficiary, to the estate of such employe, an
                 amount, if any, determined in accordance with the following
                 items (1) or (2), whichever is applicable:




                                         72
82

                                              B, ART. I, 6(a)(1)

     (1)   DEATH OF THE EMPLOYE PRIOR TO RETIREMENT −− an amount
           equal to the excess of (i) all of the employe's
           contributions under this Program plus interest to the
           date of the employe's death over (ii) the sum of all
           payments, if any, made to the employe, to any such
           designated contingent annuitant of benefits under
           either of such coverages which are in lieu of primary
           benefits otherwise payable under this Part B, and to
           any alternate payee subject to a Qualified Domestic
           Relations Order within the meaning of I.R.C. Section
           414(p).

     (2)   DEATH OF THE EMPLOYE AT OR AFTER RETIREMENT −− an
           amount equal to the greater of:

           (i)     the total of

                   (aa)     125% of the employe's contributions
                            made prior to July 1, 1971 under
                            Section 3 of Article I of this Part
                            B (or, if greater, 30 times the
                            amount of monthly primary retirement
                            benefits accrued prior to July 1,
                            1971 that would have been payable
                            under this Part B if neither of such
                            coverages with respect to primary
                            benefits otherwise payable under
                            this Part B had become effective),
                            and

                   (bb)     125% of the employe's contributions
                            made on and after July 1, 1971 under
                            Section 3 of Article I of this Part
                            B (or, if greater, the total of such
                            contributions plus interest to the
                            date of the employe's retirement),
                            or

           (ii)    all of the employe's contributions under
                   Section 3 of Article I of this Part B plus
                   interest to the date of the employe's
                   retirement,

                       73
   83

B, ART. I, 6(a)(2)

                                  less the sum of all payments, if any, made to
                                  the employe and to any such designated
                                  contingent annuitant of primary benefits
                                  provided under this Part B, or of benefits
                                  under either of such coverages which are in
                                  lieu of primary benefits otherwise payable
                                  under this Part B, and to any alternate payee
                                  subject to a Qualified Domestic Relations
                                  Order within the meaning of Section 414(p).

                                  In the case of an employe whose death occurs
                                  while the coverage set forth in Section 5
                                  above is in effect, the foregoing terms and
                                  provisions of this Section 6 are subject to
                                  and limited by the conditions of such
                                  coverage.

                 (b)      Except as provided in Sections 4 and 5 of this
                          Article I, which describe optional benefits that may
                          be related to, or in lieu of, supplementary benefits
                          under this Part B, no benefit related to an employe's
                          accrued supplementary benefit is payable following
                          the death of an employe or retired employe.

SECTION 7.       BENEFITS FOR EMPLOYES WHO RETIRED WITH BENEFITS PAYABLE
                 COMMENCING PRIOR TO OCTOBER 1, 1990

         (a)     Except as otherwise provided in this Section 7, an employe who
                 retired with benefits payable commencing prior to October 1,
                 1990, or the eligible surviving spouse or contingent annuitant
                 of such an employe, or the eligible surviving spouse of an
                 employe who died in active service prior to September 18,
                 1990, with the coverage to provide benefits for his surviving
                 spouse in effect, shall be entitled to the benefits, if any,
                 under the Program as it existed immediately prior to the
                 amendments which became effective as of October 1, 1990.


                                       74
84
                                                           B, Art. I, 7(b)

     (b)   Effective October 1, 1990, the benefits payable under this
           Part B to such retired employes or the benefits payable to
           retired employes, surviving spouses, and contingent annuitants
           in lieu of, or related to, such benefits shall be increased to
           the extent necessary to provide monthly Part B benefits equal
           to the benefits which would have been payable had the Part B
           benefits payable to the employe at or after age 65 been
           increased by 0.195% for each complete calendar month of
           retirement between October 1, 1987 and October 1, 1990.

     (c)   In applying the formula described in subsection (b)
           immediately above, the following rules shall be used:

           (1)      the total annual increase in benefits payable to the
                    employe at or after age 65 as set forth in subsection
                    (b) shall not exceed 7%;

           (2)      in the case of an eligible surviving spouse of an
                    employe who died in active service, the formula shall
                    be based on the number of complete calendar months
                    from the date of the employe's death or October 1,
                    1987, if later, to October 1, 1990.

     (d)   An employe who retired under the Program with benefits payable
           commencing prior to September 18, 1990 and who has survivor
           coverage in effect with respect to all, or any part, of his
           Part B benefits but whose designated spouse or contingent
           annuitant is deceased prior to September 18, 1990, shall
           receive the increase in benefits which otherwise would have
           been payable to him under this Section 7 on or after September
           18, 1990 as if such coverage was not in effect.


                                 75
   85

B, Art. I, 7(e)

         (e)      Notwithstanding any of the foregoing provisions of this
                  Section 7, an employe who retired voluntarily between ages 55
                  and 59 with benefits payable commencing prior to September 18,
                  1990, and whose combined years of age and years of credited
                  service totaled less than 85, or an employe whose separation
                  from service prior to age 60 was classified by the Corporation
                  as a discharge for cause, shall not be eligible for the
                  increase in benefits provided in this Section 7.

         (f)      Any early retirement supplement or interim supplement payable
                  pursuant to Section 7 of Article I of Part A shall be
                  redetermined taking into account any increase in the
                  supplementary benefit payable under this Section 7.




                                        76
   86

                                                                       B, Art. II


                                    ARTICLE II

               PROVISIONS RELATING SPECIFICALLY TO PRIMARY BENEFITS

SECTION 1. SEPARATION FROM SERVICE PRIOR TO AGE 60

         (a)      Except as otherwise provided under subsections (b) and (c) of
                  this Section 1, an employe upon separating from service prior
                  to age 60 for any reason except death or retirement must
                  either:

                  (1)      leave his contributions in Part B and receive,
                           commencing on the first day of the month coinciding
                           with or next following the employe's attainment of
                           age 65 (or, on a reduced basis pursuant to paragraph
                           (c)(2) of Article III of Part A, on the first day of
                           any month coinciding with or following the employe's
                           attainment of age 55 and prior to age 65), the
                           deferred primary retirement benefit which will have
                           accrued under Part B by his own contributions and, if
                           he has contributed for at least five years or has 5
                           or more years of credited service as determined under
                           Article II of Part A, the Corporation's
                           contributions; or

                  (2)      elect to have returned to him all of his own
                           contributions under Section 3 of Article I of this
                           Part B plus interest to the date of such election
                           and, if he has 5 or more years of credited service as
                           determined under Article II of Part A, he will
                           receive a deferred benefit related to the Corporation
                           contributions made up to the time of such withdrawal
                           of contributions, commencing on the first day of the
                           month coinciding with or next following the employe's
                           attainment of age 65 (or, on a reduced basis pursuant
                           to paragraph (c)(2) of Article III of Part A, on the
                           first day of any month coinciding with or following
                           the employe's

                                        77
   87

B, Art.   II, 1(a)(2)

                           attainment of age 55 and prior to age 65). Any
                           return of contributions must include the written
                           consent of his spouse witnessed by a program
                           representative, or a notary public, on a form
                           approved by the Corporation and filing it with the
                           Corporation. Upon any subsequent reemployment, the
                           employe will be considered as a new employe for
                           purposes of the provisions of this Part B relating to
                           primary benefits except as otherwise provided in
                           Section 2 of this Article II.

          (b)     An employe who is separated from service in a layoff
                  classification (1) at or after age 55 with 10 or more years
                  of credited service, (2) prior to age 55 with 30 or more years
                  of credited service and whose date of hire was prior to
                  January 1, 1988, or (3) prior to age 55 with 10 but less than
                  30 years of credited service at the time of such separation,
                  provided that his credited service at such time is sufficient
                  so that he will retain credited service until age 55, will not
                  be required to make either election described in (a)
                  immediately above.

          (c)     An employe who is separated from service and who, as a
                  consequence of such separation, elected to receive a deferred
                  primary retirement benefit under Part B as described in
                  subsection (a)(1) of this Section 1, may reinstate the primary
                  retirement benefit accrued at the time he made such election
                  to receive a deferred primary benefit provided that he (1)
                  contributes under Part B from the date of such reemployment,
                  and (2) returns to the Corporation any annuity notice or other
                  certificate of entitlement related to such deferred primary
                  retirement benefit.

          (d)     For purposes of Section 6 of Article I of this Part B, an
                  employe to whom this Section 1 applies (other than such an
                  employe who elects to have contributions returned with
                  interest) shall be considered to have retired on the date the
                  payment of primary benefits commences under this Part B.


                                        78
   88

                                                                    B, Art. II, 2


SECTION 2. TEMPORARY ABSENCE

         (a)     TEMPORARY ABSENCE BUT RECEIVING FULL SALARY

                 If an employe is temporarily absent from active duty but is
                 receiving full salary, his monthly contributions under Part B
                 will be deducted in the usual way and his retirement benefits
                 will be accrued just as if he were at work.

         (b)     TEMPORARY ABSENCE BUT RECEIVING SALARY
                 AT REDUCED RATE OR NO SALARY

                 No contributions will be required from an employe who is
                 temporarily absent and receiving salary at a reduced rate or
                 no salary, and no primary retirement benefits will be accrued
                 under this Part B for the period during which no contributions
                 are made. This will in no way affect retirement benefits
                 previously accrued. Contributions, if made, shall be upon the
                 basis you the reduced salary except that contributions, if
                 made, by an employe on Disability Leave of Absence shall be
                 upon the basis of the employe's full monthly base salary rate.

         (c)     LAYOFFS

                 (1)       No contributions will be permitted from an employe
                           who has been laid off, and no primary retirement
                           benefits will be accrued under this Part B during the
                           period of layoff.



                                        79
   89

B, Art. II, 2(c)(2)

                 (2)   An employe who is laid off may, at his option, leave
                       his contributions in the Program, in which event his
                       primary retirement benefits previously accrued under
                       this Part B will remain to his credit subject to the
                       provisions of subsection (4) of this Section 2(c).
                       If such an employe is thereafter reemployed within a
                       period of twelve months from the date he is laid off
                       (24 months in the case of an employe who is laid off
                       with 10 or more years of credited service), he will
                       resume contributions under Part B.

                 (3)   If an employe who is laid off and withdraws his
                       contributions is reemployed within twelve months
                       after the date he is laid off (24 months in the case
                       of an employe who is laid off with 10 or more years
                       of credited service) and elects to contribute under
                       Part B from the date of such reemployment, he may
                       then, at his election, return the amount which he had
                       withdrawn and thereupon become eligible to receive
                       the primary retirement benefits, covered by
                       contributions made prior to the date of his layoff,
                       for which he would have been eligible if he had not
                       withdrawn his contributions.

                 (4)   If an employe is not rehired within twelve months of
                       the date he is laid off (24 months in the case of an
                       employe who is laid off with 10 or more years of
                       credited service), he will be treated as a retirement
                       under the Program, or as a separation, with the
                       rights provided in the "Eligibility for Retirement"
                       section of this Program or under Section 1 of this
                       Article II, whichever is applicable.



                                    80
   90

                                                                     B, Art. II, 3


SECTION 3. INTEREST CREDITS

         Prior to October 1, 1976, in any case in which interest is payable
         under the terms of this Program, such interest will be determined on
         the basis of the rates allowed by the Insurance Companies referred to
         in Section 6 of General Provisions and will be computed on each
         contribution from the July 1st following the date such contribution
         was made to the first of the month in which such interest is payable
         (but in no event beyond the earlier of the death or retirement of the
         employe), and will be compounded annually.

         On and after October 1, 1976, contributions shall accrue interest at a
         rate of 5%. On and after October 1, 1988, contributions shall accrue
         interest at a rate of 120% of the annual Federal mid−term rate in
         effect under Section 1274 of the Internal Revenue Code for the first
         month of the plan year.

SECTION 4. TREATMENT OF EMPLOYES RETURNING FROM LEAVE OF ABSENCE
                 OR LAYOFF IN CONNECTION WITH A NATIONAL EMERGENCY

         (a)     An employe who is granted a Military Leave of Absence, or
                 other leave of absence in connection with a national
                 emergency, or who is laid off as a result of declining volume
                 of business related to such emergency, may be permitted to
                 contribute and to accrue primary retirement benefits under
                 Part B in such amounts and for the period for which he would
                 have been eligible if he had remained actively in the employ
                 of the Corporation, or one of its subsidiaries, under such
                 rules as the Named Fiduciary or its delegate may establish,
                 provided:

                 (1)      the employe returns to work following the termination
                          of his leave of absence or reenters the employ of the
                          Corporation, or one of its subsidiaries, within such
                          period and in accordance with the rules established
                          by the Named Fiduciary or its delegate; and


                                       81
   91

B, Art. II, 4(a)(2)


                 (2)      the employe participates for primary benefits under
                          Part B, if eligible, upon his return to work
                          following the termination of his leave of absence or
                          upon his reemployment by the Corporation or one of
                          its subsidiaries.

         (b)     The salary to be used in determining an employe's eligibility
                 for contributions, and the amount of contribution, under this
                 Section 4 shall be the base salary of such employe at the time
                 of his leave of absence or layoff from the Corporation, or one
                 of its subsidiaries.

         (c)     The Named Fiduciary or its delegate shall, from time to time,
                 adopt rules to carry out the provisions of this Section in
                 conformity with the objectives of this Program.

         (d)     Notwithstanding the provisions of Section 1(b) of Article I of
                 this Part B, an employe who may have become eligible to make
                 contributions in accordance with this Section 4 and who does
                 not so elect shall be eligible nevertheless for supplementary
                 retirement benefits under Part B.

SECTION 5. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER
           THE GENERAL MOTORS HOURLY−RATE EMPLOYES PENSION PLAN

         An hourly−rate employe who has contributions in Part B of this
         Program, and who retires under the provisions of the "General Motors
         Hourly−Rate Employes Pension Plan", shall be eligible to receive
         primary benefits under this Part B based upon the amount of
         contributions to his credit. Solely for the purpose of determining
         the basis upon which such primary benefits are payable, such employe
         shall be treated as a retirement under this Program on the basis which
         most closely corresponds to his retirement under the "General Motors
         Hourly−Rate Employes Pension Plan".

                                       82
   92

                                                                    B, Art. II, 6


SECTION 6. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER
           THE ELECTRONIC DATA SYSTEMS (EDS) PENSION PLAN

         A salaried employe who has contributions in Part B of this Program,
         and who retires under the provisions of the "EDS Pension Plan", shall
         be eligible to receive primary benefits under this Part B based upon
         the contributions to his credit. Solely for the purpose of
         determining the basis upon which any such primary benefits may be
         payable, retirements from EDS (i) prior to age 60 will be deemed to be
         voluntary, and (ii) at or after age 60 will be deemed to be as
         provided under Section 11(b) of the General Provisions.


                                  ARTICLE III

                        PROVISIONS RELATING SPECIFICALLY
                           TO SUPPLEMENTARY BENEFITS

SECTION 1. RETENTION OF DEFERRED SUPPLEMENTARY RETIREMENT BENEFITS IF
           SEPARATED

         An employe who, on or after October 1, 1990, loses accumulated
         credited service under the provisions of Article II of Part A, who is
         not retired and who is eligible for a deferred retirement benefit
         under Article III of Part A shall, subject to the provisions of
         Section 1(b) of Article I of this Part B, be entitled to receive
         deferred supplementary benefits, with the payment of such benefits to
         commence at the same time and under the same provisions as applicable
         to his deferred retirement benefit under Part A.




                                       83
   93

                                                                 B, Art.   III, 2


SECTION 2. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER
           THE GENERAL MOTORS HOURLY−RATE EMPLOYES PENSION PLAN

         An hourly−rate employe with 5 or more years of credited service who
         has accrued supplementary benefits under Part B of this Program, and
         who retires under the provisions of the "General Motors Hourly−Rate
         Employes Pension Plan", shall be eligible to receive supplementary
         benefits, if any, as determined in Article I, Section 2(a)(2) of this
         Part B, based upon the employe's credited service and average monthly
         base salary in effect immediately prior to his transfer to the hourly
         payroll. Solely for the purpose of determining the basis upon which
         any supplementary benefits may be payable, such employe shall be
         treated as a retirement under this Program on the basis which most
         closely corresponds to his retirement under the "General Motors
         Hourly−Rate Employes Pension Plan".

SECTION 3. TREATMENT OF FORMER SALARIED EMPLOYES WHO RETIRE UNDER
           THE EDS PENSION PLAN

         A salaried employe with 10 or more years of credited service who has
         contributed while eligible, does not withdraw his contributions while
         employed by EDS and who retires under the provisions of the "EDS
         Pension Plan", shall be eligible to receive any supplementary benefits
         for which he may be eligible under this Part B, using his base salary
         at EDS and General Motors to determine his "average monthly base
         salary." Solely for the purpose of determining the basis upon which
         any such supplementary benefits may be payable, retirements from EDS
         (i) prior to age 60 will be deemed to be voluntary, and (ii) at or
         after age 60 will be deemed to be as provided under Section 11(b) of
         the General Provisions.

         A salaried employe with less than 10 years of credited service at the
         date of his transition to EDS shall not be eligible to receive any
         supplementary benefits hereunder, since all of the assets and
         liabilities related to any and all supplementary benefits to which any
         such employe may have been entitled have been transferred from the
         Program Trust to EDS in connection with the transition of certain
         General Motors employes to EDS.

                                       84
   94

                                                                   Gen.   Pro., 1
                               GENERAL PROVISIONS

SECTION 1. DEFINITION OF CERTAIN TERMS USED IN THIS PROGRAM

         (a) EMPLOYES

             (1) Unless the context indicates otherwise, the term
                 "employes" as used in this Program shall mean salaried
                 employes of the Corporation and its directly or indirectly
                 wholly−owned or substantially wholly−owned domestic or foreign
                 subsidiaries in accordance with I.R.C. Section 414(b), (c),
                 (m), (n), and (o) (other than such employes while assigned to
                 operations in Canada after 1970, and employes of any directly
                 or indirectly wholly−owned or substantially wholly−owned
                 subsidiary of the Corporation acquired or formed by the
                 Corporation on or after March 1, 1984, excluding employes of
                 the Saturn Corporation through December 31, 1991, and employes
                 of the General Motors Investment Management Corporation) (i)
                 who are working in the United States, or (ii) who are citizens
                 of or domiciled in the United States and who have been or may
                 hereafter be hired in the United States by the Corporation or
                 its said subsidiaries and who are sent out of the United
                 States by the Corporation or its said subsidiaries to work in
                 foreign operations, and whose services, if discontinued, would
                 be discontinued by recalling said employes to the United
                 States and terminating their services in the United States
                 (herein sometimes referred to as United States Employes in
                 Foreign Service). Employes compensated wholly or in part on a
                 commission basis shall be regarded as "employes" and may
                 participate in the Program to the extent and subject to the
                 conditions set forth in Section 10 of these General Provisions
                 and other applicable sections of the Program. Employes
                 classified by the


                                       85
   95

Gen.    Pro., 1(a)(1)

                   Corporation as (i) "part−time employes" −− more than
                   "half−time" (employes who work one−half or more of the
                   employing unit's work week), or (ii) "Flexible Service"
                   employes (employes hired on an indefinite basis who are
                   regularly scheduled to work between 50% and 80% of the
                   employing unit's base work week) shall be regarded as
                   "employes", provided, however, that the provisions of Part A,
                   Article II, Section 2(e) of this Program shall apply to
                   "Flexible Service" employes.

                   Effective October 1, 1990, the term "employes" also shall
                   include salaried employes of General Motors who are working at
                   GM operations in Puerto Rico. Certain benefit rates and a
                   benefit formula applicable solely to such employes, which are,
                   with respect to such employes, in lieu of the benefit rates
                   and benefit formula otherwise applicable hereunder, are set
                   forth in Exhibit C of this Program.

           (2)     The term "employes" shall not include employes who are
                   classified as (i) "temporary employes", including per diem
                   employes, or (ii) "part−time employes" −− less than half−time
                   (employes who work less than one−half of the employing unit's
                   work week) −− provided, however, that the provisions of Part
                   A, Article II, Section 11 of this Program shall apply to each
                   of these classifications, as may be applicable.

           (3)     The term "employes" shall not include employes represented by
                   a labor organization who are covered by a collective
                   bargaining agreement which incorporates or makes as a part
                   thereof:

                   (i)      this Program as amended by the collective bargaining
                            agreement, or


                                         86
96

                                                   Gen.   Pro., 1(a)(3)(ii)

           (ii)     a program or plan similar in purpose to this Program,
                    or

           (iii)    some other plan or program acknowledged by the
                    Corporation and the employes' bargaining agent to be
                    a substitute for, or in lieu of, benefits provided by
                    this Program, or

           (iv)     an understanding that this Program shall cease
                    prospectively to be available, applicable, or
                    operative with respect to each salaried employe
                    covered by such agreement.

           Such employes shall cease to be eligible for participation in
           this Program as of the effective date of, or at such other
           time as may be specified in, such collective bargaining
           agreement. If such collective bargaining agreement expires or
           is terminated, and the employe remains a represented employe,
           such employe shall continue to be ineligible for participation
           in this Program during the period required to conclude a new
           collective bargaining agreement.

     (4)   The term "employes" shall not include members of the Board of
           Directors of General Motors Corporation or its directly or
           indirectly wholly−owned or substantially wholly−owned
           subsidiaries, or of Committees appointed by any such Board of
           Directors, who are not officers or regular employes of the
           Corporation or said subsidiaries.

     (5)   The term "employes" shall not include leased employes as
           defined under Section 414(n) of the Internal Revenue Code.




                                 87
   97

Gen.    Pro., 1(b)

           (b)       BASE SALARY

                     The term "base salary" as used in this Program shall mean the
                     salary paid for a work week of not more than 40 hours,
                     exclusive of any other compensation. An employe's annual base
                     salary is limited to $200,000, as may be adjusted under
                     applicable Federal regulations.

                     An employe's base salary for purposes of determining benefits
                     and contributions paid under this Program shall include salary
                     election deferrals pursuant to (i) a cash or deferred
                     arrangement under Section 401(k) of the Internal Revenue Code
                     as provided under the Corporation's Savings−Stock Purchase
                     Program for Salaried Employes in the United States, and (ii)
                     an arrangement under Section 125 of the Internal Revenue Code.

           (c)       AVERAGE MONTHLY BASE SALARY

                     (1)      The term "average monthly base salary" as used in
                              this Program shall mean the monthly average of the
                              employe's base salary for the highest 60 of the 120
                              months immediately preceding his termination of
                              employment (including EDS and Hughes Aircraft
                              employment, where applicable) or his transfer to the
                              hourly rolls.

                     (2)      For purposes of determining "average monthly base
                              salary" the following provisions shall apply:




                                           88
98

                                     Gen.   Pro., 1(c)(2)(i)

     (i)     Base salary as indicated in the table below
             shall be used for any month, referred to in
             subsection (c)(1) above, preceding
             termination of employment, or transfer to the
             hourly rolls, for which the employe's full
             monthly base salary rate was less than the
             amounts as shown below:



                  Retirement With
                 Benefits Payable
                    Commencing                   Base Salary
                    −−−−−−−−−−                   −−−−−−−−−−−
                                                        $
                 October 1, 1990
                 through
                 September 1, 1991                 2,910.00

                 October 1, 1991
                 through
                 September 1, 1992                 3,025.00

                 October 1, 1992
                 and
                 After                             3,145.00


     (ii)    For any month referred to in subsection
             (c)(1) above, preceding termination of
             employment, or transfer to the hourly rolls,
             for which the employe received base salary at
             less than his full monthly base salary rate,
             his full monthly base salary rate last
             received preceding such month shall be used
             for such month.

     (iii)   For any month referred to in subsection
             (c)(1) above, preceding an employe's
             termination of employment, or transfer to the
             hourly rolls, during which the employe was on
             the hourly payroll and subsequent to which
             the employe commenced service as a salaried
             employe, his monthly base salary rate
             immediately following the commencement of
             such service as a salaried employe shall be
             used for such month.

                  89
   99

Gen.    Pro., 1(d)


          (d)     CONTINUOUS SERVICE
                  (APPLICABLE TO PRIMARY BENEFITS UNDER PART B)

                     (1)    The term "continuous service" as used in this Program
                            shall include all employment, whether on salary or
                            hourly−rate, with the Corporation and its directly or
                            indirectly wholly−owned or substantially wholly−owned
                            domestic or foreign subsidiaries, now owned or
                            hereafter acquired, as well as service with any
                            company (including service with any directly or
                            indirectly wholly−owned or substantially wholly−owned
                            subsidiary of such company) of which substantially
                            all the assets have been or are hereafter acquired by
                            the Corporation or its said subsidiaries.

                     (2)    Any period during which an employe has been or is
                            absent from service under an approved leave of
                            absence with pay, as well as any period not in excess
                            of one month during which an employe has been or is
                            absent from service under such leave of absence
                            without pay, will be included in the calculation of
                            the amount of continuous service. In the case of any
                            employe absent from service in excess of one month
                            under an approved leave of absence without pay, the
                            period during which said employe has been or is
                            absent from service under such leave shall be
                            excluded in the calculation of the amount of
                            continuous service, but his continuous service shall
                            not be broken. An employe who leaves or has left the
                            service of the Corporation without a Military leave
                            of absence to enter the Armed Forces of the United
                            States or of Canada or to accept employment with the
                            Government of the United States or with the
                            Government of Canada and who is rehired after he has
                            terminated such military or governmental service
                            within such period and under such rules as the Named
                            Fiduciary or its delegate has heretofore and may
                            hereafter establish, shall be treated in the same
                            manner as an employe who has received an approved
                            leave of absence without pay.

                                         90
100

                                                       Gen.   Pro., 1(d)(3)

            (3)      For the purposes of this Program if, after a quit or
                     discharge, an employe has been or is rehired, his
                     continuous service shall commence from the date of
                     rehiring.

            (4)      In cases of employes who have been or are released
                     and who have not been or are not returned to work
                     within twelve months from the date of such release,
                     such employes shall have the same status as if they
                     had quit.

            (5)      In cases of employes who have been or are laid off
                     and who have not been or are not returned to work
                     within five years (or, if less, a period equal to the
                     employe's continuous service prior to such layoff)
                     from the date of such layoff, such employes shall
                     have the same status as if they had quit.

      (e)   FEDERAL SOCIAL SECURITY BENEFIT

            (1)      A Federal Social Security benefit for disability or
                     an unreduced Federal Social Security benefit for age
                     means a benefit determined and payable under Title II
                     of the Federal Social Security Act, as now in effect
                     or as hereafter amended, without any reduction being
                     made therein based on the age of the recipient.

            (2)      Old age benefit payments or disability benefit
                     payments, other than those payable on a basis of
                     "need" or because of military service, under any
                     future Federal legislation amending, superseding,
                     supplementing, or incorporating the Federal Social
                     Security Act, as amended, or benefits provided
                     therein, shall be considered as benefits for age or
                     disability under the Federal Social Security Act for
                     purposes of this Program.

                                  91
   101

Gen.   Pro., 1(e)(3)

                  (3)      If an employe is eligible for a Federal Social
                           Security benefit for disability or an unreduced
                           Federal Social Security benefit for age at the time
                           of retirement or thereafter, such employe shall
                           advise the Corporation of the effective date of
                           entitlement to such benefit.

          (f)     GENDER

                  Wherever in this Program a masculine pronoun is used, it shall
                  be deemed in all instances, where appropriate, to include the
                  feminine also.

          (g)     NORMAL RETIREMENT AGE

                  The normal retirement age for any employe shall be the later
                  of age 65 or the fifth anniversary of the date the employe
                  commenced participation in this Program. An employe who shall
                  cease active service after attaining the normal retirement age
                  shall be entitled to receive a nonforfeitable retirement
                  benefit under Article III of Part A, and Section 1 of Articles
                  II and III of Part B, if applicable.

          (h)     ACTUARIAL VALUE

                  The actuarial value as of any determination date shall be
                  calculated on the basis of the UP−84 mortality table and the
                  applicable interest rate used by the Pension Benefit Guaranty
                  Corporation (PBGC) as of the first day of the plan year
                  preceding the determination date.




                                          92
   102

                                                                   Gen.   Pro., 2

SECTION 2. PAYMENT OF RETIREMENT BENEFITS AND SUPPLEMENTS

         (a)     (1)      Except as otherwise provided in subsection (g) of
                          this Section 2, retirement benefits and supplements
                          shall be paid monthly.

                 (2)      Monthly payments of an employe's retirement benefits
                          other than for total and permanent disability shall
                          become payable with the employe's consent commencing
                          on the first day of the month coinciding with or next
                          following the employe's first day of absence because
                          of retirement and the benefits shall be payable
                          monthly thereafter. No such consent shall be
                          required where the present value of such benefits is
                          $3,500 or less, as determined in accordance with
                          I.R.C. Section 411(a)(11).

                 (3)      Total and permanent disability retirement benefits
                          shall be payable monthly during the continuance of
                          total and permanent disability and while the retiree
                          otherwise remains eligible for such benefits. Such
                          payments shall begin the latest of:

                          (i)     the first day of the month which includes the
                                  date the required proof of disability is
                                  received by the Corporation, or

                          (ii)    the first day of the month which includes the
                                  date the employe has been continuously and
                                  totally disabled for a period of five months,
                                  or

                          (iii)   the first day of the third month following
                                  the date the required proof of disability is
                                  received by the Corporation.

                                  This subsection (iii) shall not be applicable
                                  (a) if the employe dies prior to such date,
                                  or (b) where Extended Disability Benefits are
                                  less than the benefits payable under this
                                  Program.


                                       93
   103

Gen.   Pro., 2(a)(3)

                           Successive periods of absence due to the same
                           disability as that upon which claim for total and
                           permanent disability retirement benefits is based and
                           aggregating at least five months will be considered
                           the same as one continuous absence provided that the
                           aggregate will not include any such absence which
                           precedes the last day at work by more than one year.

                  (4)      Any supplement shall be payable in the manner
                           provided in Section 7 of Article I of Part A.

                  (5)      Part A benefits and supplementary benefits under Part
                           B shall not be payable with respect to any period for
                           which any layoff payments, salary payments, or any
                           sickness and accident benefits are payable to the
                           employe by the Corporation or under any plan to which
                           the Corporation has contributed. For the month in
                           which the last such layoff payment, salary payment,
                           or sickness and accident benefit payment is made, the
                           Part A benefits (excluding any special benefit
                           payable thereunder) and supplementary benefits under
                           Part B shall be payable only with respect to that
                           portion of the month for which no such layoff
                           payments, salary payments, or sickness and accident
                           benefits were payable. Any primary benefits payable
                           under Section 2 of Article I of Part B, and any
                           special benefit payable under Part A, shall be
                           payable commencing the first day of the month with
                           respect to which the initial benefit payment is
                           payable under Part A.

          (b)     If a retired employe who is receiving retirement benefits is
                  reemployed by the Corporation or one of its directly or
                  indirectly wholly−owned or substantially wholly−owned domestic
                  subsidiaries, such employe shall cease to receive such
                  benefits during such reemployment. Such an employe shall
                  accrue

                                        94
104

                                                           Gen.   Pro., 2(b)

            additional credited service under this Program or the Program
            of the subsidiary where he has been reemployed as a result of
            such employment and, if otherwise eligible, shall be permitted
            to make contributions. Upon subsequent cessation of active
            service, the employe's monthly retirement benefits shall be
            adjusted with regard to such employment.

      (c)   If a retired employe receives a retroactive Social Security
            Disability Insurance Benefit (DIB) award resulting from a
            Reconsideration or Hearing before an administrative law judge,
            the amount of retirement benefits to be repaid will be reduced
            by an amount equal to any attorney fees, paid by the retired
            employe, associated with the award, provided the retiree makes
            such repayment within 30 days of the date, on or after October
            1, 1987, he is notified by GM of the amount to be repaid.
            This reduction applies only to attorney fees associated with a
            successful appeal of a denial of DIB, and includes only that
            portion of such fees associated with the period of time the
            retired employe was entitled to receive retirement benefits.
            Any such reimbursement for any such fees may not exceed 25
            percent of the amount of any overpayment as of the first of
            the month immediately following the month in which the retiree
            is notified by Social Security of his DIB award. Attorney
            fees incurred for services received prior to denial of the
            initial application for DIB will not reduce the amount of
            repayment due.

            The above provision is to be coordinated with a similar
            provision in the Life and Disability Benefits Program to
            ensure the retired employe does not receive credit for more
            than the actual amount of eligible attorney fees incurred in
            securing the award, and any reduction, as specified above,
            first will be taken as a reduction to any overpayment due from
            the employe under the Life and Disability Benefits Program.



                                  95
   105

Gen.   Pro., 2(d)

          (d)       In order to retire under this Program, an employe must have
                    unbroken credited service at the time of his retirement,
                    except that a person who is eligible for benefits under the
                    Income Protection Plan and is not receiving deferred
                    retirement benefits under this Program or the Hourly−Rate
                    Employes Pension Plan shall not be precluded from retiring
                    without return to employment, even though he shall have
                    incurred a break in credited service while on continuous
                    layoff from the Corporation.

          (e)       In the event that it shall be found that any retiree,
                    surviving spouse or contingent annuitant to whom a benefit is
                    payable is unable to care for his or her affairs because of
                    illness or accident, any monthly benefit payment and
                    supplement or survivor benefit due (unless prior claim
                    therefor shall have been made by a duly qualified guardian or
                    other legal representative) may be paid to the spouse, parent,
                    brother, sister, or other person or party (including private
                    or public institutions) deemed by the Corporation to have
                    incurred expense for such retiree or survivor otherwise
                    entitled to payment. Any such payment shall be a payment for
                    the account of the retiree or survivor and shall be a complete
                    discharge of any liability of the Program therefor.

          (f)       Notwithstanding any other provision of this Section 2, an
                    employe attaining age 70−1/2 on and after January 1, 1988,
                    will commence monthly receipt of his accrued benefits under
                    this Program, beginning April 1 of the calendar year
                    immediately following the year the employe attains or attained
                    age 70−1/2. No employe shall be eligible to receive any such
                    payment for any month prior to April, 1990, however, and the
                    first such monthly payment shall be April 1, 1990. No employe
                    attaining age 70−1/2 prior to January 1, 1988, shall be
                    eligible hereunder. An employe attaining age 70−1/2 after
                    December 31, 1989, shall have his monthly payment based on his
                    retirement benefit accrual as of December 31 of the year in
                    which he attains


                                          96
106

                                                           Gen.   Pro., 2(f)

            age 70−1/2. The actuarial value of the sum of all cash
            distributions received by any otherwise eligible employe prior
            to his actual retirement under this Program will be used as an
            offset from any additional benefit accrual that might
            otherwise have been payable to such employe as a result of his
            working for the Corporation.

      (g)   Notwithstanding any other provision of this Section 2, where
            the sum of the present value of a former employe's monthly
            deferred retirement benefit commencing at age 65 under Part A,
            when combined with the present value of any employer provided
            monthly deferred retirement benefit commencing at age 65 under
            Part B, is $3,500, or less, the total amount of any employer
            provided monthly benefit otherwise payable to such former
            employe, or to the surviving spouse of such deceased former
            employe, will be paid in a single sum. In the case of a
            former employe who is not vested in the retirement benefits
            described in the preceding sentence, such former employe will
            be deemed, upon termination of Program participation, to have
            constructively received the total amount of such nonvested
            benefit. Where the present value of such benefit is more than
            $3,500, an otherwise eligible former employe, or surviving
            spouse, will have an option to receive a single−sum payment,
            but only with spousal consent, where applicable. Any such
            single−sum payment shall be in full and final satisfaction of
            any and all benefit entitlement under this Program, and is
            irrevocable when paid. Solely for purposes of this subsection
            (g), the interest rate to be used in the determination of the
            present value of any single sum determined hereunder will be
            the Pension Benefit Guaranty Corporation's applicable interest
            rates in effect at the beginning of the plan year in which the
            single sum is paid. The applicable interest rates shall be
            used where the present value of the benefit is not in excess
            of $25,000. Where the present value of the benefit based on
            applicable interest rates exceeds $25,000, 120% of the
            applicable interest rates shall be used, provided the
            remaining lump−sum value not be less than $25,000.


                                  97
   107

Gen.   Pro., 2(g)

                    In the event any such former employe who receives a single−sum
                    payment is subsequently reemployed by the Corporation, he will
                    be treated as a newly−hired employe, with no entitlement to
                    the reinstatement of any previous credited service, in
                    recognition of his earlier receipt of a single−sum payment
                    representing the present value of the lifetime monthly benefit
                    otherwise related to all such prior years of service.

                    Effective October 1, 1989, in lieu of a single−sum payment
                    which has a present value of more than $3,500, as determined
                    hereunder, a former employe or surviving spouse may elect to
                    receive lifetime monthly benefits that are the actuarial
                    equivalent of such former employe's or surviving spouse's
                    monthly deferred retirement benefits under Part A and Part B,
                    if any.

                    In the event a single−sum payment of $3,500, or less, cannot
                    be made because the identity or location of the former employe
                    or surviving spouse cannot be determined after reasonable
                    efforts to do so have been made, and the payment remains
                    undeliverable for a period of one year from the date of
                    mailing of such notification to the last known address of the
                    former employe, all liability for payment thereof shall
                    terminate immediately, and the amount of the payment shall be
                    applied to reduce Corporation contributions to the Program;
                    provided, however, in the event the identity or location of
                    the former employe or surviving spouse is subsequently
                    determined, such payment shall be made in a single sum.




                                          98
   108

                                                                   Gen.   Pro., 3


SECTION 3. DEDUCTIONS FOR WORKERS COMPENSATION

         In determining the monthly benefits payable under Part A and any
         supplementary benefits payable under Part B of this Program, a
         deduction shall be made, unless prohibited by law, equivalent to all
         or any part of Workers Compensation (including compromise or
         redemption settlements) payable to such employe by reason of any law
         of the United States, or any political subdivision thereof, which has
         been or shall be enacted, provided that such deductions shall be to
         the extent that such Workers Compensation has been provided by
         premiums, taxes, or other payments paid by or at the expense of the
         Corporation, except that no deduction shall be made for the following:

         (a)     Workers Compensation payments specifically allocated for
                 hospitalization or medical expense, fixed statutory payments
                 for the loss of any bodily member, or 100% loss of use of any
                 bodily member, or payments for loss of industrial vision.

         (b)     Compromise or redemption settlements payable prior to the date
                 monthly retirement benefits first become payable.

SECTION 4. ASSIGNMENTS AND LOANS

         (a)     No right or interest of any participant or of any beneficiary
                 of any participant under the Program shall be assignable or
                 transferable, in whole or in part, either directly or by
                 operation of law or otherwise, including, but not by way of
                 limitation, execution, levy, garnishment, attachment, pledge,
                 bankruptcy or in any other manner, but excluding devolution by
                 death or mental incompetency, and no right or interest of any
                 such participant or beneficiary shall be liable for, or
                 subject to, any obligation or liability of such participant

                                       99
   109

Gen.   Pro., 4(a)

                    or beneficiary except in accord with provi