At the beginning of each performance period, the Committee establishes performance targets, and also sets a minimum performance level that must be achieved before any awards can be paid. If this minimum level of performance is not met, there will be no annual incentive payout. Stockholders approved a maximum award payable to any one individual as part of the 2002 Annual Incentive Plan. When we establish the performance and payout ranges, we assess the degree of performance necessary to achieve the objective by reviewing both past and projected performance levels, as well as external marketplace conditions such as the economic outlook, competitive performance levels, projected automotive industry volumes, projected market share, and quality improvements. The size of final awards depends on the actual level of performance achieved in comparison with the pre-established corporate and region/unit objectives, as well as individual performance. Performance data may be adjusted to reflect the impact of unplanned or extraordinary events. Finally, a peer review is conducted to assess GM’s business performance relative to that of key competitors.

      As in previous years, management recommended that the Committee establish very aggressive performance targets for 2004. We tied the payment of annual incentive awards to meeting specific levels of net income, operating cash flow, market share, and quality that were based upon the Corporation’s business plans. At the end of 2004, we reviewed the Corporation’s overall operating performance and determined that financial results for net income and operating cash flow were below target performance requirements, but above threshold levels. In addition, for geographic regions/operating units, we reviewed performance against pre-established targets for quality and market share within those regions/units. Performance varied significantly from below threshold in some regions to above target in others. As a result, in the aggregate, the corporate final incentive award payouts were below the target level.

      Stock Options — Stock options were also granted under the provisions of the 2002 Stock Incentive Plan. All executives are eligible to be considered for stock option grants. We believe that options may be appropriately granted to emphasize the importance of improving stock price performance and increasing stockholder value over the long-term, and to encourage executives to own Common Stock. These options are granted at 100% of the average price of the stock on the date of grant. In this way executives can be rewarded only if the stock price increases, which will benefit both stockholders and executives. Our Plan does not allow the re-pricing of options without stockholder approval.

      Options are granted based on competitive long-term incentive compensation practices and appropriate annual “run-rates” (the number of options granted as a percent of total shares outstanding). In determining the size of new grants to each Named Executive Officer, we consider both these objectives and the number of option shares each executive has previously been granted. In 2004, stock option grant levels were reduced for both the executive and broad-based plans in recognition of increasing Common Stock dilution levels resulting from GM’s equity compensation program. Beginning with 2003, all General Motors new stock option grants are expensed as a compensation cost over the vesting period.

      Other Long-Term Incentives — Stock Performance Program awards under the GM Long-Term Incentive Plan are normally granted only to the Corporation’s senior executives. Like annual incentive awards, these grants are made annually; however, any payout is determined based on the Total Shareholder Return ( “TSR”) performance ranking of Common Stock compared to that of other stocks in the S&P 500 Composite Stock Price Index ( “S&P 500 Index”) over a three-year period. Executives were granted target awards denominated in shares of Common Stock at the beginning of the 2004-2006 performance period. The final award to be delivered at the end of the three-year performance period, if any, will depend on GM’s TSR ranking (based on market price appreciation plus the compounding effect of reinvested dividends) relative to other companies in the S&P 500 Index. If the Corporation’s ranking in the S&P 500 Index over the three-year period falls below the 25th percentile, no payout will be made. If the Corporation ranks within the top 10% of the companies in the S&P 500 Index, the maximum payout level would be achieved. Between threshold and maximum, payout percentages will be related to the ranking position. The final award values will also be impacted by the Common Stock price at the end of the performance period. By establishing awards in this fashion, executives will be highly motivated to improve stock price performance, which would be to their benefit as well as that of the Corporation’s stockholders. We believe this plan in combination with stock options for our senior executives provides a balanced approach with regard to equity compensation by providing an additional long-term focus based on relative performance.

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      For the 2002-2004 period, GM’s TSR results were below the threshold level established for payout of the long-term incentive plan, and therefore, no awards were paid.

Awards to Chief Executive Officer

      In determining Mr. Wagoner’s compensation for 2004, the Committee considered a number of important factors, particularly his continued highly effective leadership in establishing GM’s solid financial performance in cash generation and cost reduction despite tough pricing conditions and intense competition. Impressive results were achieved in a number of key areas, including solid improvement in business operations, quality, productivity, new vehicle launches, and growth in key developing markets such as China. GMAC results were once again at record levels and GM Asia Pacific continued to deliver very impressive results. GM’s Latin America, Africa, and Middle East region saw a return to profitability, but GM Europe and GM North America underperformed objectives. Although market share improved in three of the automotive regions, it was below-target in the U.S. The Committee therefore, determined Mr. Wagoner’s compensation as follows:

      Base Salary — Mr. Wagoner’s salary remained unchanged during 2004.

      Annual Incentives — Results in relation to the established corporate and regional performance targets for net income, operating cash flow, market share, quality, and other metrics that were established to encourage continuous improvement from prior-year levels were above threshold but below the target level. Therefore the final award for Mr. Wagoner was set below the target level.

      Stock Options — As part of the Corporation’s continuing compensation review process, the Committee reviewed the size and expected value of the options granted to Mr. Wagoner in comparison with option grants to CEOs of our comparator group of companies and to executives internally. After consideration of the number of options previously granted to Mr. Wagoner and in keeping with the Committee’s strategy to reduce dilution levels, the Committee set his 2004 stock option grant at 400,000 shares of Common Stock.

      Other Long-Term Incentives — The Long-Term Incentive Plan target grants cover the three-year period 2004-2006 and are disclosed on page 21. Because the relative, cumulative TSR for the 2002-2004 performance period was below threshold as described above, no award was paid.

      During 2004 the Committee met with the Board of Directors in executive session to review the Corporation’s performance and the performance of Mr. Wagoner and other members of senior management. The Board concurred with our decisions.

EXECUTIVE COMPENSATION COMMITTEE
John H. Bryan, Chair
George M.C. Fisher                         Karen Katen

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Executive Compensation
Summary Compensation Table

      The table below shows the pre-tax compensation paid during the last three fiscal years to Chairman and Chief Executive Officer G. R. Wagoner, Jr., and each of the four other most highly compensated executive officers during 2004.

					Annual Compensation												Long-Term Compensation
																	Awards                               Payouts
Name and Principal Position		Year			Salary				Bonus				Other Annual Compen- sation(1)				Restricted Stock Units (2)				Stock Options				Long-Term Incentives (3)				All Other Compen- sation(4)
						$				$				$				$			#Shares					$				$
G. R. Wagoner, Jr.		2004				2,200,000				2,460,000				77,962								400,000				0				79,058
Chairman of the Board		2003				2,200,000				2,860,000				10,956								500,000				3,313,000				76,994
& CEO		2002				2,000,000				0				7,180				5,006,250				600,000				0				34,382
J. M. Devine		2004				1,550,000				1,400,000				11,417								160,000				796,000				466,234
Vice Chairman and Chief		2003				1,550,000				1,612,000				8,702								200,000				2,821,000				463,472
Financial Officer		2002				1,450,000				0				9,405				3,003,750				300,000				703,000				428,953
R. A. Lutz		2004				1,550,000				1,400,000				97,759								160,000				1,291,000				61,994
Vice Chairman, Global		2003				1,550,000				1,612,000				12,363								200,000				3,171,000				61,994
Product Development		2002				1,450,000				0				94,153				3,003,750				200,000				1,388,000				26,581
T. A. Gottschalk — Executive		2004				950,000				736,000				10,863								72,000				0				37,994
Vice President, Law & Public		2003				929,167				850,000				11,140								90,000				1,196,000				37,163
Policy and General Counsel		2002				900,000				0				8,733				1,602,000				140,000				0				19,800
G. L. Cowger* — Group		2004				850,000				659,000				17,303								50,000				0				25,307
Vice President, Global		2003				775,000				646,000				21,873								55,000				787,000				23,244
Manufacturing and
Labor Relations

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* Mr. Cowger became an executive officer in 2003.

(1) Amounts reported here include perquisites and personal benefits to the Named Executive Officers. Amounts include the following costs for personal use of company aircraft and required spousal business travel: $35,729 (2004) for Mr. Wagoner; and $64,536 (2002) and $53,385 (2004) for Mr. Lutz. Amounts reported in this column for 2004 also include $12,547 for Mr. Wagoner, $11,417 for Mr. Devine, $14,758 for Mr. Lutz, $10,863 for Mr. Gottschalk, and $17,303 for Mr. Cowger for payments made on their behalf by the Corporation for amounts reimbursed during the year for the payment of taxes on these personal benefits.

Amounts shown in the Table for tax reimbursements for 2002 and 2003 include $7,180 (2002) and $10,956 (2003) for Mr. Wagoner; $9,405 (2002) and $8,702 (2003) for Mr. Devine; $9,592 (2002) and $12,363 (2003) for Mr. Lutz; $8,733 (2002) and $11,140 (2003) for Mr. Gottschalk; and $21,873 (2003) for Mr. Cowger. Additional information regarding valuation of perquisites may be found on page 19.

(2) The number and value of aggregate unvested or unpaid incentive awards, including restricted stock units ( “RSUs”) or Performance Achievement Plan holdings of each of the Named Executive Officers to be earned over their careers as of December 31, 2004, were: Mr. Wagoner, 146,710 units Common Stock ($5,877,203); Mr. Devine, 189,240 units Common Stock ($7,580,954); Mr. Lutz, 75,000 units Common Stock ($3,004,500); Mr. Gottschalk, 40,000 units Common Stock ($1,602,400); and Mr. Cowger, 19,460 units Common Stock ($779,568). The value of the restricted stock and Performance Achievement Plan units is based on the December 31, 2004 closing stock price of $40.06 for Common Stock. Dividend equivalents are paid at the same rate as paid on Common Stock.

(3) Amounts reflect long-term incentive payouts under the General Motors 2002 Long-Term Incentive Plan and, for 2004, vested RSUs for Mr. Devine valued at $796,000 and for Mr. Lutz valued at $1,291,000. On June 8, 2004, Mr. Devine transferred his right to receive 6,627 RSUs, valued at the average market price on the date of transfer, to GM as reimbursement for GM’s inadvertent excess withholding tax paid

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on Mr. Devine’s behalf to the U.S. Internal Revenue Service ( “IRS”) for 2003. The remaining 12,413 shares were paid to Mr. Devine on December 13, 2004, at the average market price on the date of transfer in accordance with the terms of his employment agreement.

(4) These amounts include contributions by the Corporation under the various savings plans and the value of premiums paid by the Corporation with respect to term life insurance for the benefit of the respective officers. Additional information regarding the savings plans will be found in footnote (a) on page 12. For 2004, the respective amounts are as follows: Mr. Wagoner, $65,994 savings plans, $13,064 life and accident insurance; Mr. Devine, $61,994 savings plans, $19,220 life insurance, and periodic pension replacement payments totalling $385,020, as compensation for foregone non-qualified pension benefits from a previous employer; Mr. Lutz, $61,994 savings plans; Mr. Gottschalk, $37,994 savings plans; and Mr. Cowger, $25,307 savings plans.

Valuation of Perquisites

      The Corporation provided certain perquisites to senior management in 2004 as summarized below.

      Corporation Aircraft — With the approval of the Chairman and CEO, the Corporation’s aircraft may be used by members of the GM Senior Leadership Group (the Corporation’s senior management team, including GM’s executive officers and key operating leaders) for business purposes. A spouse may accompany the Senior Leadership Group member on the aircraft when the executive is travelling for business purposes.

      As a result of the recommendations contained in an independent, third-party security study, the Board of Directors passed a resolution requiring that Messrs. Wagoner, Devine, Lutz, and Gottschalk use Corporation aircraft for personal travel. Under IRS regulations, if pursuant to a recommendation by an independent, third-party security study, the Company adopts a comprehensive security plan requiring, among other things, that certain executives use company aircraft for all travel, such personal use is valued at two times the Standard Industry Fare Level ( “SIFL”) rates, as published by the IRS. In 2004, for compensation disclosure purposes, we valued these Named Executive Officers’ personal use of Corporation aircraft at this multiple of the SIFL rate.

      Beginning in 2005, we will value the personal use of the Corporation aircraft, for purposes of compensation disclosure, using a method that takes into account:

      • Variable cost per flight hour (by type of aircraft) developed by a nationally recognized and independent service,
         as well as other direct out of pocket expenses;

      • Landing/parking/hangar storage expenses; and

      • Any customs, foreign permit, and similar fees.

      Senior Management Vehicle Program — The Corporation maintains a program that provides all senior executives with a vehicle of their choice. This program is not mandatory, and executives electing to participate are required to purchase/SmartLease at least one GM vehicle every two years. Participants are charged with imputed income based on the value of the vehicle, which is grossed up annually to a maximum vehicle value, net of the monthly administration fee.

      Security and Other Services — The Corporation provides a taxable allowance to senior executives for financial counseling services and estate planning services. We will value this benefit based on the actual charge for the services.

      The Corporation also provides liability insurance for senior executives, and enrolled participants are charged imputed income based on the value. In addition, as part of the comprehensive security program described above, drivers and home security systems are also made available to the Named Executive Officers.

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Option/SAR Grants in 2004

      The following table shows the stock options granted to the Named Executive Officers in 2004. They were granted in a combination of non-qualified options and Incentive Stock Options ( “ISOs”) on January 23, 2004. All options become exercisable in three equal annual installments commencing on the first anniversary of the date of grant. The ISOs expire ten years from the date of grant, and the non-qualified options expire two days later.

		Individual Grants
Name		Number of Securities Underlying Options Granted			% of Total Options Granted to Employees in 2004				Exercise Price				Expiration Date				Grant Date Present Value(1)
		# Shares			%				$/Share								$
G. R. Wagoner, Jr.		400,000				3.52				53.92				1/24/14				5,140,000
J. M. Devine		160,000				1.41				53.92				1/24/14				2,056,000
R. A. Lutz		160,000				1.41				53.92				1/24/14				2,056,000
T. A. Gottschalk		72,000				0.63				53.92				1/24/14				925,200
G. L. Cowger		50,000				0.44				53.92				1/24/14				642,500

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(1) These values were determined based on the Black-Scholes option pricing model at the time of grant. The following assumptions were used in the calculation:      
• Expected price volatility — 33.9%;      
• Options will be exercised in the fifth year;      
• An interest rate based on the yield of a government bond maturing five years from the date of grant (3.06%);      
• Dividends at the rate in effect at the date of grant (3.71%);      
• No adjustments are made for non-transferability.      

      The fact that we use the Black-Scholes model does not necessarily mean we believe or acknowledge that it can accurately determine the value of options. The ultimate value of the option, if any, will depend on the future market price of Common Stock and the optionee’s individual investment decisions, neither of which can be predicted with any degree of certainty.

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Aggregated Option/SAR Exercises in 2004 and
Option/SAR Values at December 31, 2004

      The following table provides information concerning the options held by each of the Named Executive Officers at the end of 2004. The year-end value is based on the closing price of Common Stock on December 31, 2004 ($40.06).

Name		Shares Acquired on Exercise				Value Realized				Number of Unexercised Options/SARs at December 31, 2004 Exercisable/ Unexercisable										Value of Unexercised In-the-Money Options/SARs at December 31, 2004 Exercisable/ Unexercisable
		# Shares				$				# Shares										$
G. R. Wagoner, Jr.			0				0				1,805,547			/			933,331				1,667			/			3,333
J. M. Devine			0				0				866,669			/			493,331				667			/			1,333
R. A. Lutz			0				0				400,002			/			359,998				667			/			1,333
T. A. Gottschalk			0				0				500,790			/			178,665				300			/			600
G. L. Cowger			0				0				218,656			/			116,665				183			/			367

Long-Term Incentive Awards

      The following table shows target long-term incentive award opportunities granted to Named Executive Officers in 2004. The award opportunities cover the 2004-2006 performance period and were granted under the General Motors 2002 Long-Term Incentive Plan. If the minimum or threshold performance level is met or exceeded, the percentage of the target award that will eventually be paid to participants will depend on the Corporation’s TSR ranking relative to other companies in the S&P 500 Index over the three-year period, as well as the Common Stock price at the end of the period. If the minimum performance level is not met, no awards will be paid. Each unit in the table refers to a share of Common Stock.

						Estimated Future Payouts Under Non-Stock Price-Based Plans
Name		# Shares, Units, or Other Rights				Performance Period				Threshold				Target				Maximum
G. R. Wagoner, Jr.			81,071				2004-2006				40,536				81,071				162,142
J. M. Devine			40,536				2004-2006				20,268				40,536				81,072
R. A. Lutz			40,536				2004-2006				20,268				40,536				81,072
T. A. Gottschalk			20,268				2004-2006				10,134				20,268				40,536
G. L. Cowger			18,241				2004-2006				9,121				18,241				36,482

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Retirement Program

      General Motors executives in the United States may receive benefits in retirement from both a tax-qualified plan that is subject to the requirements of ERISA and from non-qualified plans. Together, these plans are referred to here as the “GM Salaried Program.” Retired executives’ tax-qualified benefits are pre-funded and are paid out of the assets of the General Motors Retirement Program for Salaried Employees; however, non-qualified benefits are not pre-funded and are paid out of the Corporation’s general assets.

      Two formulas are used to calculate the total of both the tax-qualified and non-qualified retirement benefits available to eligible U.S. executives, both of which require a minimum of ten years of eligible service (however in the case of Mr. Devine and Mr. Lutz, the Executive Compensation Committee has permitted them to be eligible for the GM Supplemental Executive Retirement Plan ( “SERP”) after a minimum of five years of eligible service). One formula, the regular SERP Formula, offers benefits that are calculated based upon an average of the highest five years of salary during the last ten years of the executive’s career, and also takes into account the executive’s eligible contributory and (or non-contributory) service to GM. These benefits are subject to an offset of a portion of the maximum Social Security Benefit available to an individual in the year of retirement, regardless of actual receipt. The Board of Directors has delegated to the Committee discretionary authority to grant additional eligible years of credited service to selected key executives under such terms and conditions as the Committee shall determine for purposes of computing the regular and alternative forms of SERP for such executives.

      The alternative SERP Formula determines benefits based upon average annual total direct compensation, calculated as the sum of [a] the average of the highest five years of salary in the ten years before retirement plus [b] the average of the highest five years of bonus received in the ten years preceding retirement — each average calculated independently. The alternative SERP Formula also takes into account the executive’s eligible contributory (or non-contributory) service subject to a maximum of 35 years and provides for an offset of 100% of the maximum Social Security Benefit available to an individual in the year of retirement, regardless of actual receipt. Only executives who satisfy certain criteria, including not working for a competitor or otherwise acting in any manner that is not in the best interests of the Corporation, are eligible to receive benefits calculated under the alternative SERP Formula in lieu of benefits calculated under the regular SERP Formula. If the executive is eligible for the alternative formula, total tax-qualified and non-qualified retirement benefits payable under both formulas are compared, and the executive will receive whichever retirement benefit is greater. Both the regular and alternative forms of the SERP benefit are provided under a program that is non-qualified for tax purposes and not pre-funded. Non-qualified benefits under either the regular or alternative formulas can be reduced or eliminated for both retirees and active employees by the Committee and/or the Board of Directors.

      Table I shows the estimated total of both the tax-qualified and non-qualified retirement benefits, as calculated under the regular SERP Formula (based upon an Average Annual Base Salary as of December 31, 2004), that would be paid in monthly installments as a single life annuity to GM executives retiring as early as age 62 in 2004.

      Table II shows the estimated total of both the tax-qualified and non-qualified retirement benefits as calculated under the alternative SERP Formula (based upon Average Annual Total Direct Compensation as of December 31, 2004) that would be paid in monthly installments as a single life annuity to GM executives retiring as early as age 62 in 2004.

      If an eligible executive elects to receive the retirement benefits shown in Tables I or II in the form of a 65% joint and survivor annuity, the single life annuity amounts shown in each of the tables would generally be reduced by 5% to 12%, depending upon the age differential between spouses. In addition, certain executives grandfathered under the American Jobs Creation Act of 2004 may elect to receive a portion of the non-qualified SERP benefit paid in a lump sum, calculated using mortality tables and a 7% discount rate.

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TABLE I
Projected Total Annual Retirement Benefits from All Components of the GM Salaried Program Assuming Executive’s Benefits Are Calculated Under the Regular SERP Formula (a)

				Years of Credited Service
Average Annual Base Salary				10				15				25				35				45
$				$				$				$				$				$
	500,000				95,620				143,430				239,050				334,670				430,290
	1,000,000				195,620				293,430				489,050				684,670				880,290
	1,500,000				295,620				443,430				739,050				1,034,670				1,330,290
	2,000,000				395,620				593,430				989,050				1,384,670				1,780,290
	2,500,000				495,620				743,430				1,239,050				1,734,670				2,230,290

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(a) The Average Annual Base Salary and the Years of Credited Service as of December 31, 2004, for each of the Named Executive Officers were as follows: Mr. Wagoner, $1,990,833 (27 years); Mr. Gottschalk, $880,000 (21 years); and Mr. Cowger, $697,250 (38 years). Mr. Devine completed four years of service with the Corporation as of December 31, 2004, and his Average Annual Base Salary for such four-year period was $1,500,000 per annum. Mr. Lutz completed 40 months of service with the Corporation as of December 31, 2004, and his Average Annual Base Salary for such 40-month period was $1,510,000 per annum. The Annual Base Salaries for the most recent year(s) considered in the calculations reported here will be found in the Summary Compensation Table on page 18 in the column labeled “Salary.”

TABLE II
Projected Total Annual Retirement Benefits from All Components of the GM Salaried Program
Assuming Executive’s Benefits Are Calculated Under the Alternative SERP Formula (a)

				Eligible Years of Credited Service
Average Annual Total Direct Compensation				10				14				21				28				35
$				$				$				$				$				$
	1,125,000				146,850				214,350				332,475				450,600				568,725
	2,200,000				308,100				440,100				671,100				902,100				1,133,100
	3,275,000				469,350				665,850				1,009,725				1,353,600				1,697,475
	4,350,000				630,600				891,600				1,348,350				1,805,100				2,261,850
	5,425,000				791,850				1,117,350				1,686,975				2,256,600				2,826,225
	6,500,000				953,100				1,343,100				2,025,600				2,708,100				3,390,600
	7,575,000				1,114,350				1,568,850				2,364,225				3,159,600				3,954,875

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(a) The Average Annual Total Direct Compensation and the Eligible Years of Credited Service (capped at 35 years), which may be considered in the alternative SERP calculation as of December 31, 2004, for each of the Named Executive Officers, were as follows: Mr. Wagoner, $4,638,233 (27 years); Mr. Gottschalk, $1,784,200 (21 years); and Mr. Cowger, $1,396,050 (35 years). Mr. Devine completed four years of service with the Corporation as of December 31, 2004, and his Average Annual Total Direct Compensation for such four-year period was $3,251,500 per annum. Mr. Lutz completed 40 months of service with the Corporation as of December 31, 2004, and his Average Annual Total Direct Compensation for such 40-month period was $3,311,800 per annum. The Annual Total Average Direct Compensation for the most recent year(s) considered in the calculations reported here will be found in the Summary Compensation Table on page 18 in the columns labeled “Salary” and “Bonus.” For 2002, an amount equal to the hypothetical cash value of a payout under the Annual Incentive Plan was used to calculate the average of the highest five years of bonus received in the ten years before retirement for purposes of calculating the alternative SERP Formula.

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Employment Agreements

      General Motors believes that continuity in the Corporation’s senior leadership group is in the Corporation’s best interest. In this regard, each Named Executive Officer has agreed that if he leaves the Corporation he will not work for a competitor for two years. In addition, like other senior executives of the Corporation, the Named Executive Officers are eligible to participate in certain incentive plans that provide for vesting upon certain change in control events.

      In December 2000, the Corporation entered into an employment agreement with John M. Devine. If the Corporation terminates Mr. Devine’s employment without cause prior to December 13, 2005, the Corporation will pay him base salary and target bonus for the remaining period from any termination of employment to December 13, 2005. The Corporation also agreed to replace certain supplemental pension obligations to compensate Mr. Devine for benefits from a previous employer, which were forfeited when his employment with General Motors commenced, and agreed to permit his eligibility for a SERP benefit after a minimum of five years of eligible service.

      In August 2001, the Corporation entered into an employment agreement with Robert A. Lutz for a term of three years. In December 2002, Mr. Lutz and the Corporation extended his employment agreement through December 2005. Under this agreement, Mr. Lutz was guaranteed a bonus of no less than $500,000 for 2004. In addition, the Executive Compensation Committee agreed in June 2004 to permit Mr. Lutz to become eligible for a SERP benefit after a minimum of five years of eligible service.

      Executive Officer Severance Policy — General Motors executive officers are generally at-will employees who serve at the discretion of the Board. GM does not generally enter into severance agreements, and any such existing arrangements for Named Executive Officers are limited to those disclosed in this proxy statement. GM recently adopted a policy applicable to executive officers requiring stockholder approval of any severance benefits if: (i) the executive’s employment was terminated prior to retirement; and (ii) the present value of the proposed severance benefits would exceed 2.99 times the sum of the executive’s base salary and target bonus. Certain types of compensation, including payments based on accrued qualified and non-qualified deferred compensation, retirement, or savings plans; payments of accrued salary, bonus, or performance award amounts; or benefits paid under plans in which other employees participate, are not deemed benefits under the policy. If the Board determines because of time constraints or other reasons that it would be in the best interests of stockholders, the Corporation may enter into a severance agreement with an executive officer that exceeds these limits before stockholder approval can be obtained. Under those circumstances, however, no benefits in excess of this limit may be paid unless and until GM stockholders approve the severance agreement. A more detailed description of the policy can be found by going to http://investor.gm.com on the Internet and clicking on “Corporate Governance.”

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Stock Performance Graph

      The following graph compares the five-year cumulative return to stockholders for General Motors Common Stock against the S&P 500 Index and comparator data. Each line represents an assumed initial investment of $100 on December 31, 1999, and reinvestment of dividends over the period. In developing the comparator data, a comparison is made with Ford Motor Company and DaimlerChrysler AG.

Comparison of Five-Year Cumulative Return
General Motors Common Stock, S&P 500 Index, Ford, and DaimlerChrysler

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Audit Committee Report

      The Audit Committee of the General Motors Board of Directors is a standing committee comprised of three independent directors. It operates under a written charter adopted by the Committee and approved by the Board of Directors. The members of the Committee are Philip A. Laskawy (Chair), Kent Kresa, and Eckhard Pfeiffer. The Committee annually selects the Corporation’s independent accountants. The Committee’s selection is then submitted to the Board of Directors for its concurrence and to the Corporation’s stockholders for their ratification or rejection.

      Management is responsible for the Corporation’s internal control and the financial reporting process and has delivered its opinion on the strength of controls. The independent accountants are responsible for performing an independent audit of the Corporation’s consolidated financial statements and opining on management’s internal control assessment and on the effectiveness of those controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) ( “PCAOB”) and issuing their reports thereon. As provided in its Charter, the Committee’s responsibilities include monitoring and overseeing these processes.

      Consistent with its charter responsibilities, the Committee has met and held discussions with management and the independent accountants. In this context, management represented to the Committee that the Corporation’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Committee has reviewed and discussed the consolidated financial statements with management and the independent accountants and discussed with the independent accountants matters required to be discussed by PCAOB A4 380 (Communication with Audit Committees).

      The Corporation’s independent accountants have also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Committee discussed with the independent accountants that firm’s independence. The Audit Committee has also considered whether the provision of non-audit services is compatible with maintaining the independent accountants’ independence.

      Based upon the Committee’s discussions with management and the independent accountants as described in this report and the Committee’s review of the representation of management and the report of the independent accountants to the Committee, the Committee recommended that the Board of Directors include the audited consolidated financial statements in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC.

	Philip A. Laskawy (Chair)
	Kent Kresa
	Eckhard Pfeiffer

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Fees Paid to Auditor

      The Corporation retained Deloitte & Touche LLP to audit its consolidated financial statements for the year ended December 31, 2004. The Corporation and its subsidiaries also retained Deloitte & Touche and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in 2004.

      The services performed by Deloitte & Touche in 2004 were pre-approved in accordance with the pre-approval policy and procedures first adopted by the Audit Committee at its August 5, 2002 meeting, and revised more recently. This policy requires that during its first meeting of the fiscal year the Committee will be presented, for consideration, a description of the Audit-Related, Tax, and All Other Services expected to be performed by Deloitte & Touche during the fiscal year. Any requests for such services in excess of $1 million not contemplated and approved during the first meeting must be submitted to the Committee (or the Chairman of the Committee in an urgent case) for specific pre-approval thereafter. Requests for services less than $1 million must be pre-approved by the Committee Chair and reported to the full Committee at its next regularly scheduled meeting. Proposed annual Audit services are approved by the Committee in its first meeting of the fiscal year in conjunction with the engagement of the independent auditors. Proposed annual Audit fees are presented to the Committee in May each year for approval on an audit-year basis.

      The Committee determined that all services provided by Deloitte & Touche in 2004 were compatible with maintaining the independence of the principal accountants.

      The following table summarizes Deloitte & Touche fees billed or expected to be billed in connection with 2004 services. For comparison purposes, actual billings for 2003 services are also displayed.

			$ Millions
			2004				2003				2004 (O)/U 2003
	Annual Audit Services		$	50			$	35			$	(15)
	Audit-Related Services			5				17				12
	Tax Services			16				15				(1)
	Subtotal		$	71			$	67			$	(4)
	All Other Services			4				18				14
	Total		$	75			$	85			$	10

* For comparison purposes, the above table excludes 2003 fees related to Hughes Electronics Corporation ( “Hughes”) because in December 2003 Hughes was split off from the Corporation, and GM sold all of its interest in Hughes. The Corporation did not incur any fees with respect to Hughes in 2004.

Audit Fees: $50 million for the audit of the Corporation’s annual consolidated financial statements, including reviews of the interim financial statements contained in the Corporation’s Quarterly Reports on Form 10-Q and preparation of statutory reports. In addition, included in this category are fees for services that generally only Deloitte & Touche reasonably can provide, e.g., comfort letters, statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC.

Audit-Related Fees: $5 million for assurance and related services that are traditionally performed by the independent accountant. More specifically, these services include employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with proposed acquisitions, internal control consultations, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

Tax Fees: $16 million for services performed by the professional staff in Deloitte & Touche Tax LLP. This includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund, and tax payment-planning services. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees: $4 million for services related to project management, process improvements, and assistance with information technology system projects for systems not associated with the financial statements.

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Item No. 2

      Sarbanes-Oxley provides that each corporation’s audit committee is directly responsible for appointing the independent public accountants. The General Motors Bylaws provide in addition that the selection of the independent public accountants shall be submitted to the stockholders at the annual meeting for their ratification. The Audit Committee has selected Deloitte & Touche as GM’s independent accountants for 2005, and the Board of Directors has concurred with that selection. If the stockholders do not ratify the Committee’s selection of Deloitte & Touche, the Committee will endeavor to appoint other accountants. Because of the difficulty and expense of making any change in public accountants beginning mid-year, however, it is likely that the Committee would not select new public accountants immediately.

      Deloitte & Touche is considered well qualified, and has offices or affiliates in or near most locations in the U.S. and other countries where General Motors operates. Deloitte & Touche rotates its audit partners assigned to audit General Motors at least once every five years.

      Representatives of Deloitte & Touche will attend the annual meeting and will have the opportunity to make any statement they wish. They will also be available to answer questions that you may have.

       The Board of Directors recommends a vote FOR the proposal to ratify the selection of Deloitte & Touche as independent public accountants to audit the books, records, and accounts of the Corporation and its subsidiaries for the year 2005. Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Item No. 3

      Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave. N.W., Suite 215, Washington, DC 20037, owner of approximately 102 shares of Common Stock, has given notice that she intends to present for action at the annual meeting the following resolution:

“Resolved: ‘That the Board of Directors take the necessary steps so that NO future NEW stock options are awarded to ANYONE, nor that any current stock options are repriced or renewed (unless there was a contract to do so on some).

REASONS: ‘Stock options awards have gone out of hand in recent years, and analysts MIGHT inflate earnings estimates, because earnings affect stock prices and stock options.’

‘There are other ways to reward executives and other employees, including giving them actual STOCK instead of options.’

‘Recent scandals involving CERTAIN financial institutions have pointed out how analysts CAN manipulate earning estimates and stock prices.’

‘Last year the owners of 6.1% of shares voting, voted FOR this proposal.’

‘If you AGREE, please mark your proxy FOR this resolution.’”

       The Board of Directors recommends a vote AGAINST the adoption of this proposal for the following reasons:

      General Motors has granted stock options for many years as an incentive compensation tool intended to focus executives on the long-term performance of GM stock and further align their interests with those of GM stockholders.

      The current Stock Incentive Plan approved by stockholders in 2002 explicitly prohibits repricing underwater options without stockholder consent. Like all executive stock option plans in GM’s history, any future plans will be submitted to stockholders for approval.

      Management endorses continuing to make stock option grants to eligible executives as an incentive to produce long-term, sustained stock price appreciation. Totally eliminating this element of long-term compensation would be inconsistent with compensation practices followed by the Corporation’s major comparator group and could place it at a disadvantage in retaining, motivating, and recruiting senior executives. Management constantly reviews competitive compensation practices with our peers in determining the various elements of pay and, in conjunction with the Executive Compensation Committee, will make changes or modify plans as needed. GM has historically used a balanced approach in the granting of stock

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options, particularly with regard to grants to Named Executive Officers. Grants to members of this group have always been reasonable and appropriately competitive. In recent years we have decreased our stock option grant amounts approximately 20-30% in recognition of concerns regarding option dilution levels and our decision to expense options effective January 1, 2003.

       The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 3.  Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Item No. 4

      John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, owner of approximately 50 shares of Common Stock, has given notice that he intends to present for action at the annual meeting the following resolution:

“RESOLVED: Cumulative Voting. Shareholders recommend that our Board adopt cumulative voting as a policy or bylaw. Cumulative voting means that each shareholder may cast as many votes as equal the number of shares owned, multiplied by the number of directors to be elected. Each shareholder may then cast all such cumulated votes for a single candidate or multiple candidates.

Cumulative voting increases the possibility of electing at least one director with a focused independent viewpoint. Cumulative voting is more likely to broaden the perspective of the Board, particularly in encouraging directors independent of management and help achieve the objective of the Board in representing all shareholders.

This topic may receive increased support at GM this year. Mutual finds may cast more ballots in favor of shareholder proposals, according to ‘Tossing Out the Rubber Stamp, Under SEC pressure, mutual funds are making waves in their proxy voting,’ Business Week, November 17, 2003. Under new SEC rules mutual funds now disclose how they voted. Thus shareholder proposals like this proposal may receive increased support.

‘After years spent mostly in management’s corner on issues of cooperate governance, a growing number of mutual funds are demanding that executives operate companies in shareholders’ interest as well as their own.’
      Washington Post, Oct. 10, 2002

Cumulative voting provides a voice for minority holdings, while not interfering with the voting majority of the Board. Only cumulative voting gives proportionate weight to votes by stockholders whose holdings are sufficiently large to elect at least one but not a majority of our Directors.

Our company, particularly in the post-Enron era, could benefit from an increased opportunity to elect one independent Director more focused on our board being more accountable to shareholders. For example with cumulative voting shareholders could focus their votes on one director more interested in reforming the following practices:

1) Our directors authorized the solicitation of large shareholders to vote against popular shareholder proposals.
2) There is no company requirement for an independent board chairman.
3) Our directors supported a stock incentive plan with excessive dilution compared to our peer companies.
4) There is no policy for full disclosure of (potentially compromising) philanthropic links of directors to our company.

Cumulative voting allows a significant group of shareholders to elect a director of its choice – bringing an independent perspective to board decisions.

Cumulative Voting
Yes on 4”

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       The Board of Directors recommends a vote AGAINST the adoption of this proposal for the following reasons:

      The Board of Directors opposes this proposal because it does not believe cumulative voting is in the best interests of GM and its stockholders. Cumulative voting could impair the effective functioning of the Board by electing a Board member obligated to represent the special interest of a small group of stockholders, rather than all of GM’s stockholders. Cumulative voting also introduces the possibility of partisanship among Board members, which could weaken their ability to work effectively together, a requirement essential to the successful functioning of any board of directors. In addition, cumulative voting allows stockholders a voice in director elections that is disproportionate to their economic investment in the Corporation. GM, like most other major corporations, provides that each share of Common Stock is entitled to one vote for each available director’s seat, and each director is elected by stockholders representing a plurality of all shares voted. Under Delaware law, GM’s Board represents all stockholders fairly and equally, and non-cumulative voting encourages each director’s sense of responsibility toward all the stockholders, without special loyalty to any one group. In contrast, cumulative voting can have undesirable effects since directors so elected might be principally concerned about representing and acting in the interest of special groups of stockholders rather than in the interests of all stockholders. At General Motors, all of our stockholders are minority owners, although some stockholders have more extensive holdings than others. The Board does not believe that any minority of stockholders should be advantaged or disadvantaged compared with all other stockholders.

      General Motors’ stockholders, at the 2003 meeting, and on 17 previous occasions, rejected a proposal for cumulative voting and should continue to do so. At GM, cumulative voting is not necessary to provide management accountability. The Board is committed to continuing its strong corporate governance practices, which include such safeguards as an annually elected Board, a substantial majority of independent directors, exclusively independent membership of key Board committees, confidential voting, absence of “dead hand poison pill,” and published Board governance guidelines and committee charters.

      This proposal would alter the current process in such a way that could permit stockholders representing less than a plurality of all shares to elect a director. Since each director oversees the management of the Corporation for the benefit of all stockholders, the Board believes that changing the current voting procedure would not be in the best interests of all stockholders and therefore recommends a vote against this proposal.

       The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 4.  Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Item No. 5

      The Community of the Sisters of St. Dominic of Caldwell, NJ, 52 Old Swartswood Station Road, Newton, NJ 07860-5103, owners of approximately 75 shares of Common Stock, and other filers have given notice that they intend to present for action at the annual meeting the following resolution:

“Whereas:

In the U.S., passenger cars and light trucks account for one-fifth of all annual U.S. carbon dioxide emissions linked to climate change.

General Motors bears the auto industry’s highest ‘carbon burden’ – or total carbon dioxide emissions associated with its fleet, due in part to the poor fuel efficiency of its products, not the size of its fleet.

Worldwide consensus that greenhouse gas (GHG) emissions need to be reduced continues to grow, with ratification of the Kyoto Protocol causing many countries to enact limits on these emissions. Already, the European Union and some U.S. states have enacted similar limits, and Canada’s reduction target of 25% is due by the end of the decade.

In September 2004, the California Air Resources Board adopted regulations requiring vehicle emissions reduction in California; other states will follow. Roughly one-quarter of

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the US vehicle market is currently required to meet California’s standards, to which the greenhouse gas regulations will eventually be added.

Fuel-efficiency standards more stringent than U.S. standards have recently been approved in China, the fastest-growing passenger car market in the world. Most of GM’s SUVs sold today in the U.S. would be illegal for sale in China by 2008.

These standards are creating markets favorable to automakers with lower carbon burdens and agility in introducing clean technology vehicles.

Competitors Honda and Toyota, already offering vehicles with better than average fuel economy, have been moving quickly to introduce lower-emission advanced technology vehicles to consumers. Toyota successfully introduced hybrid vehicles to the U.S. market three model years ago, and has already moved to the second generation of hybrid technology. Toyota is now poised to sell more cars in the U.S. than Chevrolet and Ford combined (Associated Press 9/5/03).

In January, 2004, General Motors delayed the production of its first full hybrid vehicle, the Saturn Vue SUV, in order to develop new technologies not already patented by Toyota.

While GM is investing in advanced technologies such as hybrids and hydrogen fuel cells and plans to bring some advanced technologies and some improved conventional technologies to market in select products, our Company has not reported to investors its expectations for reductions in GM’s overall carbon burden or its ability to meet near- and long-term emerging global competitive and regulatory scenarios.

Resolved: The shareholders request that a committee of independent directors of the Board assess (a) how the Company will ensure competitive positioning based on emerging near and long-term GHG regulatory scenarios at the state, regional, national and international levels, (b) how the Company plans to comply with California’s greenhouse gas standards, and (c) how the Company can significantly reduce greenhouse gas emissions from its national fleet of vehicle product (using a 2004 baseline) by 2014 and 2024, and report to shareholders (at reasonable cost and omitting proprietary information) by September 1, 2005.

We believe management has a fiduciary duty to carefully assess and disclose to shareholders all pertinent information on its response associated with climate change, particularly as it relates to an emerging business reality.”

       The Board of Directors recommends a vote AGAINST the adoption of this proposal for the following reasons:

      The Public Policy Committee of the GM Board of Directors, which is wholly comprised of independent directors, periodically reviews GM’s strategies and plans in the areas of advanced technology, fuel economy, and environmental performance to ensure that GM is strongly positioned to compete today and into the future.

      With respect to its facilities, General Motors has publicly announced plans to further reduce CO₂ emissions from its global facilities by 8% by 2005 from 2000 levels.

      With respect to its vehicles, General Motors has communicated widely (a) its continuing investment in fuel cell technologies which offer the promise of eliminating CO₂ emissions from vehicles when hydrogen from renewable sources is available, (b) its hybrid vehicle plan, with hybrid pickup trucks and city bus drive systems available today, and the planned introduction of more models of hybrid cars and trucks over the next several years, (c) its leadership in fuel economy today on a model-to-model basis, with continuing refinements to further improve the fuel economy in gas and diesel-powered vehicles.

      GM is continuing to improve the fuel efficiency of its vehicles, even as it adds more safety features, customer convenience options, enhances utility and performance and addresses other environmental aspects of its products. While GM is increasingly leveraging its global engineering capabilities to achieve efficiencies across common global vehicle architectures, GM’s product portfolio for each country is specifically designed to

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meet the needs of customers in that market as well as comply with any applicable regulatory requirements in place for that model year.

      Today, GM provides the broadest array of fuel efficient cars and trucks in the U.S. In terms of fuel economy, GM leads in 28 of the 53 car comparisons, or 53%, in which it competes, and in 41 of the 66 truck comparisons, or 62%, where GM has an offering. GM’s product lineup includes 19 models that get 30 miles per gallon or better on the highway—more than any other automaker. Of course, overall CO₂ emissions from cars and light duty trucks on the road are determined by a number of factors, including what products customers select and how they choose to use them, congestion, transit alternatives, fuel quality and availability and land use patterns.

      Abundant information about these technologies and plans may be readily accessed at www.gm.com/company/gmability/sustainability/reports/04. Consequently, the requested information about the Corporation’s competitive positioning in this area is already available.

      The other two requests made in the proposal are not in the interests of the stockholders. The proposal asks how GM plans to comply with California’s recently promulgated greenhouse gas regulations. In fact, the automotive industry, including import brands, opposes those regulations and is challenging their enforceability in federal court litigation on the ground that such regulations are preempted at the state level by existing federal fuel economy regulations. The only way to reduce the volume of greenhouse gases from automobile exhaust is to decrease the amount of carbon fuel burned, which is simply another way to require increased fuel economy in vehicles. Further, the regulations do not take into account their economic cost and the potential for disruption in retail markets and domestic production of vehicles.

      The third request would similarly be counterproductive to the stockholders’ interests. The proposal would require GM to prepare hypothetical scenarios for the periods ten and twenty years from now, indicating how CO₂ emissions from GM vehicles could be significantly reduced. Such projections would depend on many factors, most of which are not under General Motors’ control, including the cost of fuel, the cost of alternative technologies which may then be available, consumer preferences, and a host of other considerations. As noted, GM’s plans to have available alternative advanced technologies for incorporation in its future products subject to marketplace conditions are already available to stockholders and other interested persons.

      GM has engaged in dialogue with the proponents and other interested stakeholders on this proposal. As GM continues to enhance its annual Corporate Responsibility Report, we plan to incorporate additional information that the stakeholders have indicated would be helpful to them. However, at this time, the Board believes that it would not be in the best interest of the Corporation and its stockholders to focus its attention on speculative scenarios rather than meeting nearer term competitive challenges.

       The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 5.  Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Item No. 6

      Lucy M. Kessler, 7802 Woodville Road, Mt. Airy, MD 21771, owner of approximately 200 shares of Common Stock, has given notice that she intends to present for action at the annual meeting the following resolution:

“RESOLVED: Golden Parachute Voting. Shareholders ask that our Board seek shareholder approval for future golden parachutes for senior executives. This applies to benefits exceeding 299% of the sum of the executive’s base salary plus bonus. Future golden parachutes include agreements renewing, modifying or extending existing severance agreements or employment agreements with golden parachute or severance provisions.

This includes that golden parachutes are not given for a change in control or merger which is approved but is not completed. Or for executives who transfer to a successor company. This proposal would include to the fullest extent each golden parachute that our Board has

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or will have the power to grant or modify. Our company would have the flexibility of seeking approval after tentative agreement on golden parachutes.

      51% Yes-Vote
The 26 shareholder proposals voted on this topic achieved an impressive 51% average yes-vote in 2004.

      Progress Begins with a First Step
I believe the reason to take the above RESOLVED step, designed to improve our corporate governance, is reinforced by our directors’ vulnerability when compared to best practices in corporate governance. For instance in 2004 it was reported (and concerns are included):

• The Corporate Library (TCL), an independent investment research firm in Portland, Maine rated our company:
      ‘D’ in Overall Board Effectiveness.
      ‘F’ in CEO Compensation
The Corporate Library added, ‘Overall the company’s Board Effectiveness Rating suggests that the weaknesses of the board contribute a HIGH degree of investment, credit or underwriter risk to this stock.’
• John Bryan was designated a ‘problem director’ by TCL. Reason: Mr. Bryan chaired the Compensation Committee at General Motors, which received a CEO Compensation grade of ‘F’ by TCL. Mr. Bryan had also served on the Sara Lee Corp. board since 1976. Sara Lee had a 2004 overall board effectiveness rating of ‘D’.
• 2002 CEO pay of $14 million including stock option grants.
      Source: http://www.aflcio.org/corporateamerica/paywatch/ceou/database.cfm
(If CEO pay is excessive — concern that our board is weak in its oversight of our CEO.)

• We had no Independent Chairman — independence concern.
• Our directors had the power to adopt a poison pill and then delay a shareholder vote on such pill for 12 months.
• Four of our directors were allowed to hold from 4 to 6 director seats each — over-extension concern. (Due to such over-extension there is concern these directors should not be further burdened with service on key board committees.)
• Phil Laskawy held 6 board seats (over-extension concern) and chaired our 4-member key Audit Committee.
• Kent Kresa and Eckhard Pfeiffer also served on the key Audit Committee and held 5 board seats each — over-extension concern.

This vulnerability of our corporate governance reinforces the reason to adopt the one RESOLVED statement in this proposal.

Institutional investors such as the California Public Employees Retirement System recommended shareholder approval of golden parachutes in their proxy voting guidelines.

Golden Parachute Voting
YES ON 6”

       The Board of Directors recommends a vote AGAINST the adoption of this proposal for the following reasons:

      The Executive Compensation Committee, an independent Board committee of non-management directors, oversees compensation and benefit matters. As a matter of business philosophy and practice, General Motors’ executive officers are generally at-will employees who serve at the discretion of the Board. This allows the Corporation greater flexibility to reward or remove an executive officer prior to retirement whenever it is in the best interests of the Corporation, with full discretion on any severance package (excluding accrued vested benefits held by the executive). In addition, GM does not generally enter into severance agreements with executive officers when they are hired or promoted. Any such existing arrangements for Named Executive Officers are limited to those disclosed in the proxy statement on page 24.

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      On the rare occasion when an executive officer is removed, the Board exercises its business judgment in approving an appropriate separation arrangement, if any, in light of all relevant circumstances including, but not limited to, the individual’s term of employment, past contributions and accomplishments, and reasons for separation from the company. On February 22, 2005, the Committee adopted the Executive Officer Severance Policy (the “Severance Policy”), which requires stockholder approval of any severance benefits that would be paid upon the termination of an executive officer’s employment prior to retirement if the proposed severance benefits would exceed 2.99 times the sum of the executive’s base salary and target bonus.

      The Severance Policy also states that due to timing constraints or other reasons, a committee consisting solely of independent directors may determine that it would be in the best interests of stockholders to enter into a severance agreement with an executive officer in which the present value of the proposed severance benefits would exceed 2.99 times the sum of the executive’s base salary and target bonus before obtaining stockholder approval. In this situation, the Board may seek approval after the material terms have been agreed upon but the payment of any severance benefits in excess of the foregoing limits will be contingent upon stockholder approval of the severance agreement. With the Committee’s adoption of this Severance Policy, most of the proposal has been implemented. The Severance Policy is described more extensively on page 24 in “Executive Compensation—Employment Agreements—Executive Officer Severance Policy,” and a copy of the Severance Policy is available in the Corporate Governance section of the General Motors Web site, http://investor.gm.com.

      General Motors is proud of its reputation for being a leader in corporate governance. In fact, GM has received top scores for its governance policies and practices from GovernanceMetrics International (GMI), Institutional Shareholder Services (ISS) and The Corporate Library (TCL). In light of the adoption of the Severance Policy, the Board believes that this proposal would not enhance the current excellent governance practices at General Motors.

       The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No.  6. Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Item No. 7

      John Lauve, 200 N. Saginaw, Holly, MI 48442, owner of approximately 12 shares of Common Stock, and Louis Lauve, 3900 Watson Place, N.W. 2G-B, Washington, DC 20016, owner of approximately 44 shares of Common Stock, have given notice that they intend to present for action at the annual meeting the following resolution:

“RESOLVED: Simple Majority Vote. That our Board of Directors take each practicable step for a simple majority vote to apply on each issue that can be subject to shareholder vote—to the greatest extent possible.

      97% Yes-Vote
This proposal topic won a 97% yes-vote at the Allegheny Energy (AYE) 2004 annual meeting based on yes and no votes.

      75% Yes-Vote
This topic also won a 75% yes-vote average at 7 major companies in 2004. The Council of Institutional Investors www.cii.org formally recommends adoption of this proposal topic.

      Terminate Potential Frustration of the Shareholder Majority
Our current rule allows a small minority to frustrate the will of the shareholder majority. For example, in requiring a 67% vote, if 66% vote yes and only 1% vote no—only 1% could force their will on the overwhelming 66% majority. Such a 67% supermajority vote requirement can limit shareholders’ role in our company.

Terminate the potential frustration of our overwhelming shareholder majority by only 1% of shareholders.

Simple Majority Vote
Yes on 7”

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       The Board of Directors recommends a vote AGAINST the adoption of this proposal for the following reasons:

      At all meetings of stockholders of General Motors, items subject to a stockholder vote are approved if they receive a majority of the votes present, whether in person or by proxy, as indicated on page 2 of this proxy statement, and in accordance with Section 1.7 of the GM Bylaws, unless a larger percentage is legally required. GM’s Certificate of Incorporation and Bylaws do not require approval of any actions by more than a majority of shares voted. Other companies that may have considered similar proposals may have required approval of certain transactions by a “supermajority,” but the history of those proposals is not relevant to GM’s situation, since General Motors does not have any such requirements in place. Since GM has not adopted any “supermajority” requirements, this proposal is unnecessary and would not have any effect on GM’s corporate governance, which currently provides many safeguards for stockholders’ interests.

      The proponents suggest that this simple majority proposal would eliminate the risk that as few as one percent of the outstanding stock could “frustrate the will of the shareholder majority.” Any threshold for voting, however, inevitably creates the risk that in a close vote a few shares will be pivotal, so that one percent—or even one share—could be decisive, in exceeding a requirement of 50%, 66%, or even more.

      Because the proposal would not eliminate the risk that a few shares could determine a close vote and because General Motors has not adopted any requirements for stockholder approval by more than a majority, the proposal is misleading and unnecessary.

       The Board of Directors recommends a vote AGAINST this stockholder proposal, Item No. 7.  Proxies solicited by the Board of Directors will be so voted unless stockholders specify a different choice.

Other Matters

      The enclosed proxy gives the Proxy Committee discretionary authority to vote your shares in accordance with its best judgment with respect to all additional matters that might come before the annual meeting.

       If you vote by mail, we encourage you to specify your choices by marking the appropriate boxes on the enclosed proxy card. You do not need to mark any boxes if you wish to vote according to the Board of Directors’ recommendations; just sign, date, and return the proxy in the enclosed envelope. If you vote through the Internet or by telephone, simply follow the instructions on the proxy card. Thank you for your cooperation and your prompt response.

By order of the Board of Directors,

                                                                                                                                      Nancy E. Polis, Secretary   

April 29, 2005

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GLOSSARY OF TERMS

“Board” or “Board of Directors” means the General Motors Corporation Board of Directors

“CEO” means Chief Executive Officer

“Common Stock” means GM Common Stock, $1²/3 par value

“EquiServe” means EquiServe Trust Company, N.A., GM’s stock transfer agent

“ERISA” means the Employee Retirement Income Security Act

“GM” or “the Corporation” means General Motors Corporation

“GMAC” means General Motors Acceptance Corporation

“IRC” means the U.S. Internal Revenue Code

“IRS” means the U.S. Internal Revenue Service

“ISO” means Incentive Stock Option

“NYSE” means the New York Stock Exchange

“RSU” means Restricted Stock Unit

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002

“SAR” means Stock Appreciation Right

“SEC” means the U.S. Securities and Exchange Commission

“SERP” means the GM Supplemental Executive Retirement Plan

“S&P 500 Index” means the S&P 500 Composite Stock Price Index

“TSR” means Total Shareholder Return based on market price appreciation plus the
compounding effect of reinvested dividends

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2005 ANNUAL MEETING Hotel du Pont 11th & Market Streets Wilmington, Delaware

Complimentary self-parking is available at Hotel du Pont Car Park located on Orange Street at the corner of 12th Street (parking vouchers will be provided to stockholders at the meeting). The hotel’s valet parking service is available for a non-reimbursable charge.

 General Directions 

From Philadelphia on I-95 South   

1. Take I-95 South to Exit 7A marked “52 South, Delaware Avenue.”

2. Follow 11th Street in the middle lane through six traffic lights. Hotel du Pont is on the right. For complimentary self-parking, turn left on Orange Street. Car Park is on the left.

From Baltimore on I-95 North

1. Follow I-95 North to Wilmington, take Exit 7 marked “Route 52, Delaware Avenue.”

2. From right lane, take Exit 7 onto Adams Street.

3. At the third traffic light, turn right onto 11th Street.

4. Follow 11th Street in the middle lane through six traffic lights. Hotel du Pont is on the right. For complimentary self-parking, turn left on Orange Street. Car Park is on the left.

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Results of the Annual Meeting

Final certified results of voting at the annual meeting will be available on GM’s Web site, www.gm.com. To obtain a transcript of the meeting, stockholders should write to GM Fulfillment Center, MC 480-000-FC1, 1324 Rankin, Troy, MI 48083-2826.

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Visit GM on the Internet      
Explore the world of General Motors products and services on our Web site, www.gm.com. From the home page, you can access our many brand Web sites to discover the GM product or service that’s just right for you.

4000-PS-05

Printed on recycled paper

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General Motors Corporation c/o EquiServe Trust Company, N.A. P.O. Box 8694 Edison, NJ 08818-8694

2005 ANNUAL MEETING ADMISSION TICKET This ticket will admit stockholder and one guest. (See reverse side.)

 

 

VOTE BY INTERNET, TELEPHONE, OR MAIL.

If you vote by Internet or telephone, do not mail the proxy card.

 

 

 

1.	Log on to the Internet and go to www.eproxyvote.com/gm.	1.	Call toll-free 877-779-8683. Outside continental United States or Canada, call collect at 201-536-8073
2.	Follow the steps outlined on the secured Web site.	2	Follow the recorded instructions.

 

 

 

 

DETACH HERE IF YOU ARE RETURNING YOUR PROXY/VOTING INSTRUCTION CARD BY MAIL.

 

............................................................................................................................................................................................................................................................................................................................................................

 

 

Please mark votes as in this example:       x	4000

 

The Board of Directors recommends a vote "FOR" Items 1-2 and "AGAINST" Items 3-7.

 

This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice is specified.

 

GM Proposals	FOR	WITHHELD		FOR	AGAINST	ABSTAIN
1.   Election of Directors                                                                                             For, except vote withheld from above nominee(s)	o	o	2.  Ratify selection of independent accountants	o	o	o

This proxy/voting instruction card will be voted "AGAINST" Items 3-7 if no choice is specified.

 

Stockholder Proposals	FOR	AGAINST	ABSTAIN
3. Eliminate awarding, repricing, or renewing stock options	o	o	o
4. Adopt cumulative voting	o	o	o
5. Request report on greenhouse gas emissions	o	o	o
6. Request stockholder approval for future golden parachutes	o	o	o
7. Apply simple majority vote on items subject to stockholder vote	o	o	o

 

 

 

 

 

 

 

Signature(s):	_____________________________________________________Date __________________2005
	PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY/VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NOTE: Please add your title if you are signing as attorney, administrator, executor, guardian, trustee, or in any other representative capacity.

SEE REVERSE SIDE.

 

 

 

 

 

 

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2005 ANNUAL MEETING OF STOCKHOLDERS ADMISSION TICKET

Tuesday, June 7, 2005, 9 a.m. local time

Hotel du Pont, 11th & Market Streets, Wilmington, Delaware

 

 

 

PLEASE BRING GOVERNMENT-ISSUED PHOTOGRAPH IDENTIFICATION

TO PRESENT FOR ADMITTANCE TO THE MEETING.

Complimentary self-parking is available at Hotel du Pont Car Park located on Orange Street at the corner of 12th Street (parking vouchers will be provided to stockholders at the meeting). The hotel's valet parking service is available for a non-reimbursable charge.

 

General Directions

	From Philadelphia on I-95 South		From Baltimore on I-95 North
1.	Take I-95 South to Exit 7A marked "52 South,	1.	Follow I-95 North to Wilmington, take Exit 7 marked "Route 52,
2.	Delaware Avenue." Follow 11th Street in the middle lane through	2.	Delaware Avenue." From right lane, take Exit 7 onto Adams Street.
	six traffic lights. Hotel du Pont is on the right.	3.	At third traffic light, turn right onto 11th Street.
	For complimentary self-parking, turn left on	4.	Follow 11th Street in the middle lane through six traffic lights.
	Orange Street. Car Park is on the left.		Hotel du Pont is on the right. For complimentary self-parking, turn left on Orange Street. Car Park is on the left.

 

 

PLEASE RETAIN AND PRESENT THIS TICKET FOR ADMISSION TO THE MEETING.

 

GENERAL MOTORS CORPORATION
PROXY/VOTING INSTRUCTION CARD

 

Proxy Solicited by Board of Directors for Annual Meeting of Stockholders

Hotel du Pont, 11th & Market Streets, Wilmington, Delaware

Tuesday, June 7, 2005, 9 a.m. local time

The undersigned authorizes G. Richard Wagoner, Jr., John M. Devine, and Robert A. Lutz, and each of them as the Proxy Committee, to vote the Common Stock of the undersigned upon the nominees for Directors: (01) P. N. Barnevik, (02) E.B. Bowles, (03) J. H. Bryan, (04) A. M. Codina, (05) G. M.C. Fisher, (06) K. Katen, (07) K. Kresa, (08) E. J. Kullman, (09) P. A. Laskawy, (10) E. S. O'Neal, (11) E. Pfeiffer, and (12) G. R. Wagoner, Jr.*; upon the other Items shown on the reverse side, which are described on the pages identified in the Table of Contents to the Proxy Statement; and upon all other matters which may come before the 2005 Annual Meeting of Stockholders of General Motors Corporation, or any adjournment thereof.

This card also provides voting instructions for the shares held in various employee savings plans as described in the Proxy Statement. If your registrations are not identical, you may receive more than one set of proxy materials. Please sign and return all cards you receive.

TO VOTE BY INTERNET OR TELEPHONE ~SEE REVERSE SIDE.

You are encouraged to specify your choices by marking the appropriate boxes (see reverse side), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations.

 

*Numbers refer to Director nominee telephone voting codes.

 

 

 

 

 

VOTE BY NET

Welcome to the EquiServe online voting wizard!

Just follow a few simple steps to complete the secure online voting process:

Authentication:	Login using your authentication number
Delivery preference:	Setup future delivery of your annual meeting materials
Voting:	Vote your proxy and receive your confirmation online
Options:	View and/or print an admission ticket for annual meeting and review other options

If you have shares in more than one account, you may have received more than one proxy card or e-mail notification for the annual meeting materials, each with a specific authentication number. These proxies must be voted one at a time. To get started now, login below and click "Continue".

Step 1: Authentication

Enter the authentication number printed on your e-mail notification or in the gray shaded box on your proxy card.	¦                                     ¦
Enter the last 4 digits of the U.S. social security number (SSN) or the U.S. taxpayer identification number (TIN) for this account.*	¦                           ¦

*If you do not have a SSN or TIN for this account, please leave this box blank.

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© 2002 EquiServe(R). All rights reserved .

VOTE BY NET

Welcome

Solar Hunter
1000 Main Street
Anywhere, NJ 12345

Delivery Preference

Select how you would like to receive your future annual meeting materials:

x   Electronically (View Terms and Conditions for Electronic Delivery)

   E-mail address (e.g.,name@xyz.com) ¦ solarhunter@galaxy.com ¦

   Enter e-mail address again for validation ¦ solarhunter@galaxy.com ¦

-or-

    Postal mail

Annual Meeting Materials

You may view the following Annual Meeting materials and then click "Continue" to go to the voting page.

Annual Report
Proxy Statement

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© 2002 EquiServe(R). All rights reserved .

VOTE BY NET

GENERAL MOTORS CORPORATION
PROXY/VOTING INSTRUCTIONS

Proxy Solicited by Board of Directors for Annual Meeting of Stockholders
Hotel du Pont, 11th & Market Streets, Wilmington, Delaware
Tuesday, June 7, 2005, 9 a.m. local time

The undersigned authorizes G. Richard Wagoner, Jr., John M. Devine, and Robert A. Lutz, and each of them as the Proxy Committee, to vote the Common Stock of the undersigned upon the nominees for Directors: (01) P. N. Barnevik, (02) E. B. Bowles, (03) J. H. Bryan, (04) A. M. Codina, (05) G. M.C. Fisher, (06) K. Katen, (07) K. Kresa, (08) E. J. Kullman, (09) P. A. Laskawy, (10) E. S. O'Neal, (11) E. Pfeiffer, and (12) G. R. Wagoner, Jr.; upon the other Items on the pages identified in the Table of Contents to the Proxy Statement; and upon all other matters which may come before the 2005 Annual Meeting of Stockholders of General Motors Corporation, or any adjournment thereof.

This also provides voting instructions for the shares held in various employee savings plans as described in the Proxy Statement. If your registrations are not identical, you may receive more than one set of proxy materials. For all your shares to be voted, you must vote all proxies you received.

General Motors Corporation Board of Directors recommends a vote:
"FOR" all Nominees
"FOR" Proposal 2
"AGAINST" Proposal 3
"AGAINST" Proposal 4
"AGAINST" Proposal 5
"AGAINST" Proposal 6
"AGAINST" Proposal 7

Check this box to cast your vote in accordance with the recommendations of The Board of Directors:      

General Motors Corporation Board of Directors recommends a vote "FOR" all Nominees.

1. Election of Directors	  FOR ALL NOMINEES, except withheld as noted below	  WITHHELD AS TO ALL NOMINEES
	  P. N. Barnevik
	  E. B. Bowles
	  J. H. Bryan
	  A. M. Codina
	  G. M.C. Fisher
	  K. Katen
	  K. Kresa
	  E. J. Kullman
	  P. A. Laskawy
	  E. S. O'Neal
	  E. Pfeiffer
	  G. R. Wagoner, Jr.

General Motors Corporation Board of Directors recommends a vote "FOR" Proposal 2.

2. Ratify selection of independent accountants	  FOR	  AGAINST	  ABSTAIN

General Motors Corporation Board of Directors recommends a vote "AGAINST" Proposal 3.

3. Stockholder proposal to eliminate awarding, repricing, or renewing stock options	  FOR	  AGAINST	  ABSTAIN

General Motors Corporation Board of Directors recommends a vote "AGAINST" Proposal 4.

4. Stockholder proposal to adopt cumulative voting	  FOR	  AGAINST	  ABSTAIN

General Motors Corporation Board of Directors recommends a vote "AGAINST" Proposal 5.

5. Stockholder proposal to request report on greenhouse gas emissions	  FOR	  AGAINST	  ABSTAIN

General Motors Corporation Board of Directors recommends a vote "AGAINST" Proposal 6.

6. Stockholder proposal to request stockholder approval for future golden parachutes	  FOR	  AGAINST	  ABSTAIN

General Motors Corporation Board of Directors recommends a vote "AGAINST" Proposal 7.

7. Stockholder proposal to apply simple majority vote on items subject to stockholder vote	  FOR	  AGAINST	  ABSTAIN

To cast your vote please click "Submit."
(NOTE: Your vote will not be counted until you click "Submit.")

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© 2002 EquiServe(R). All rights reserved .

VOTE BY NET

Solar Hunter
1000 Main Street
Anywhere, NJ 12345

Control Number: X XXX XXX XXX XXX
Confirmation Number: XXXXXX
Date: XXX XXX XX XXXX XX:XX:XX XXX

Thank you for using EquiServe's Vote-By-Net facility.

Step 3: Summary of your vote

Your vote was recorded by EquiServe as follows:

1. Election of Directors	XXXXXXX
2. Ratify selection of independent accountants	XXXXXXX
3. Stockholder proposal to eliminate awarding, repricing, or renewing stock options	XXXXXXX
4. Stockholder proposal to adopt cumulative voting	XXXXXXX
5. Stockholder proposal to request report on greenhouse gas emissions	XXXXXXX
6. Stockholder proposal to request stockholder approval for future golden parachutes	XXXXXXX
7. Stockholder proposal to apply simple majority vote on items subject to stockholder vote	XXXXXXX

Delivery Preference

Electronically

E-mail address: solarhunter@galaxy.com

Please keep a copy for your records. To change your vote, click "Back."

To view and/or print your admission ticket, click "Options."

You can now vote another proxy or go to General Motors Corporation Homepage or click "Finish" to exit to EquiServe Homepage.

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© 2002 EquiServe(R). All rights reserved .

General Motors Corporation

 

Telephone Voting Script

 

Toll Free: 877-779-8683   Collect: 201-536-8073

 

 

 

1.	Welcome to the electronic voting system. Please have your proxy card or voting instruction sheet or ballot available before voting.
2.	Enter the series of numbers printed in the gray shaded box on your card, followed by the pound sign.
3.	One moment please while we verify your information. (If no U.S. social security number or U.S. taxpayer identification number, go to 5.)
4.	Enter the last four digits of the U.S. social security number or the U.S. taxpayer identification number for this account followed by the pound sign.
5.	The company that you are voting is General Motors Corporation.
6.	Your vote is subject to the same terms and authorizations as indicated on the proxy card. It authorizes the Proxy Committee to vote your shares of Common Stock as you direct.
7.	To vote all proposals in accordance with the recommendations of the Board of Directors, press 1. If you wish to vote on one proposal at a time, press 2.   (If 1, go to 15.) (If 2, go to 8.)
8.	Item 1. To vote for all nominees press 1. To withhold from all nominees press 2. To withhold from individual nominees press 3.   (If 1, go to 9.) (If 2, go to 9.) (If 3, go to Director Exception.)

 

 

 

 

1

 

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Director Exception

 

Enter the two digit number next to the nominee from whom you would like to withhold your vote followed by the pound key. Or if you have completed voting on directors, press the pound key again. If you do not enter a two digit number, your vote will be recorded for all nominees as long as you press the pound key.

 

(If 00, go to 8.)

(If valid nominee number, go to Next Nominee.)

 

Next Nominee

 

To withhold your vote from another nominee enter the 2-digit number next to the nominee followed by the pound key, or if you have completed voting on directors press the pound key again.

 

(If 00, go to 8.)

(If valid nominee number, go to Next Nominee.)

 

Invalid Nominee Number

 

You have entered an invalid nominee number.

 

{Go to Next Nominee.}

 

 

9.	Item 2. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 10.)
	(If 2, go to 10.)
	(If 3, go to 10.)
10.	Item 3. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 11.)
	(If 2, go to 11.)
	(If 3, go to 11.)
11.	Item 4. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 12.)
	(If 2, go to 12.)
	(If 3, go to 12.)
12.	Item 5. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 13.)
	(If 2, go to 13.)
	(If 3, go to 13.)

 

 

2

 

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13.	Item 6. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 14.)
	(If 2, go to 14.)
	(If 3, go to 14.)
14.	Item 7. To vote for, press 1; against, press 2; to abstain, press 3.
	(If 1, go to 15.)
	(If 2, go to 15.)
	(If 3, go to 15.)
15.	You have cast your vote as follows:

 

 

{Playback the appropriate vote for this proxy card.}

 

Default Playback

 

You have voted in the manner recommended by the board of directors.

 

Director Proposal Playback

 

For all nominees

Or

For all nominees except: #

Or

Withhold For all nominees

 

For/Against/Abstain Proposal Playback

 

Item # {For | Against | Abstain}

 

 

16.	Your vote has been successfully recorded. It is not necessary for you to mail in your card. If you wish to vote another card or change your vote, press   1. Otherwise, please hang up. Thank you for voting.

 

 

No Key Pressed

 

Go to the same item (repeat three times); otherwise, go to Error.

 

3

 

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Invalid Number

 

Go to the same item (repeat three times); otherwise, go to Error.

 

Error

 

We are unable to process your request at this time. Thank you for calling.

 

{Call ends.}

 

 

 

4