NEW YORK

FOR RELEASE: February 28, 2002

GM Increases Size and Completes Pricing of Convertible Bond Offering

NEW YORK- General Motors Corporation today increased the size of its convertible debt offering to $3.3 billion from $2.5 billion and completed pricing. Offering of the securities will commence immediately.

The offering will consist of two series of convertible senior debentures, each with a maturity of 30 years. Approximately $1.0 billion of Series A convertible debentures will be sold with an annual coupon rate of 4.5 percent and a conversion premium of 32.5 percent above Thursday’s closing price of GM $1-2/3 common stock, equivalent to a conversion price of $70.20. Interest will be paid semiannually starting in September 2002. In addition, approximately $2.3 billion of Series B convertible debentures will be sold with an annual coupon rate of 5.25 percent and a conversion premium of 22.5 percent above Thursday’s closing price of GM $1-2/3 common stock, equivalent to a conversion price of $64.90. Interest will be paid semiannually starting in September 2002. An additional $450 million of debentures may be sold to satisfy any overallotments.

Both series of debt securities can be converted into GM $1-2/3 common stock, subject to the terms of the conversion rights contained in the supplemental prospectus. Both series are expected to begin trading on the New York Stock Exchange on Friday, March 1, 2002. The Series A will trade under the symbol “GXM” and the Series B will trade under the symbol “GBM.”

The offering is expected to close on March 6, 2002. Proceeds from the offering will be used by GM for general corporate purposes.

The bookrunning underwriters for the offering are Merrill Lynch & Co. and Morgan Stanley. A copy of the supplemental prospectus relating to the offering may be obtained from:

General Motors Corp.
Stockholder Services
300 Renaissance Center
P.O. Box 300
Detroit, MI 48265-3000

A copy of the supplemental prospectus will be available at the SEC and on GM's investor web site (http://investor.gm.com).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.