General Motors Corp filed its annual proxy

FOR RELEASE: April 18, 2002

GM Schedules Annual Stockholders Meeting for June 4

Reports 2001 Compensation for Top Officers
GM Committed to Win, Determined to Build Momentum

DETROIT — General Motors Corp. today filed its annual proxy statement with the U.S. Securities and Exchange Commission.

The proxy statement includes information about GM’s annual meeting of stockholders, to be held on June 4 in Wilmington, Del. The proxy also includes information regarding the election of 12 directors to GM’s Board of Directors, descriptions of five proposals submitted by stockholders to be considered at the annual meeting, a report on the compensation of GM’s five most highly compensated officers, and a proposed incentive-compensation plan.

In the 2001 GM Annual Report's letter to stockholders, Chairman Jack Smith and President and Chief Executive Officer Rick Wagoner told stockholders they are "committed to win." They noted that, "The road ahead is still long and challenging. But momentum is clearly on our side. We're determined to build on that momentum as we move forward in 2002 and beyond." The annual report is being sent together with the proxy to stockholders beginning today.

The overall cash compensation during 2001 for GM's top officers includes base salary, annual bonus, long-term incentives, and other compensation.

Named Executive Officer	Salary Paid	Annual Incentive Payouts	Long Term Incentive Payouts	Other Annual Compensation and All Other Compensation
Chairman Jack Smith	$1,452,000	$0	$835,000	$239,180
President and Chief Executive Officer Rick Wagoner	$2,000,000	$0	$480,000	$84,160
Vice Chairman John Devine	$1,450,000	$1,500,000	$1,380,000	$487,889
Vice Chairman Bob Lutz *	$483,333	$500,000	$0	$0
Executive Vice President John D. Finnegan	$1,000,000	$0	$255,000	$38,000

* commenced GM employment on September 1, 2001.

With the exception of the previously disclosed annual bonuses paid to GM Vice Chairmen John Devine and Robert Lutz under provisions of their employment agreements, annual incentive awards were not paid to the top officers or to GM's executives worldwide. With the exception of Devine, the long-term incentive payouts relate to performance during the 1999-2001 period. None of these officers exercised stock options during 2001.

In addition to the election of directors and ratification of independent auditors, a management proposal recommending the 2002-07 incentive compensation program is included in the proxy. As in the past, the program is designed to support GM’s efforts to attract, motivate and retain highly qualified employees, thereby improving GM’s profitability and success. Every five years, GM seeks stockholder approval of the incentive program.

Three board members are standing for election for the first time. E. Stanley O’Neal, Alan G. (A.G.) Lafley, and Armando Codina were elected to the GM Board of Directors effective August 2001, January 2002, and March 2002. Long-time board members Thomas E. Everhart and J. Willard Marriott Jr. are not standing for re-election pursuant to the Director Retirement Policy. Everhart and Marriott each served on the GM board for 13 years.

The proxy materials and annual report are being mailed to stockholders beginning today, and both documents are available online at: http://investor.gm.com.