GENERAL MOTORS CORP, PRE 14A, 1994-03-21

GENERAL MOTORS CORP
PRE 14A, 1994-03-21
MOTOR VEHICLES & PASSENGER CAR BODIES

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GENERAL MOTORS

Notice of Annual Meeting
of Stockholders
and Proxy Statement

[GM LOGO]

Annual Meeting
May 20, 1994
L. Calhoun Allen Exposition Hall
(Expo Hall)
400 Clyde Fant Parkway
Shreveport, Louisiana
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NOT A PROXY SOLICITATION
PRELIMINARY -- SUBJECT TO REVISION

GENERAL MOTORS CORPORATION
NOTICE OF ANNUAL MEETING

April 11, 1994
Dear Stockholder:

We are pleased to invite you to attend the annual meeting of General Motors
stockholders which will be held at 8:30 a.m. local time on Friday, May 20, 1994
at the L. Calhoun Allen Exposition Hall (Expo Hall), 400 Clyde Fant Parkway,
Shreveport, Louisiana. Captioning for the hearing impaired will be provided.

As set forth in the attached Proxy Statement, the meeting will be held for
the following purposes:

ITEM NO. 1--to elect 14 directors;

ITEM NO. 2--to ratify the selection of independent public accountants for
the year 1994;

ITEM NO. 3--to approve an amendment to the Certificate of Incorporation to
increase the number of authorized shares of Common Stock,
$1 2/3 par value;
ITEMS NO.
4 THROUGH 10--to take action upon 7 stockholder proposals;

and to act upon such other matters as may properly be brought before the
meeting.

Holders of record of Common Stock, $1 2/3 par value ("Common Stock"), Class
E Common Stock, $0.10 par value ("Class E Common Stock") and Class H Common
Stock, $0.10 par value ("Class H Common Stock") at the close of business on
March 21, 1994 are entitled to vote at the meeting. It is requested that you
read carefully the attached Proxy Statement for information on the matters to be
considered and acted upon.

In accordance with Delaware Law, a list of General Motors common
stockholders entitled to vote at the 1994 annual meeting will be available for
examination at the offices of General Motors Acceptance Corporation (GMAC), 6007
Financial Plaza, Shreveport, Louisiana for ten days prior to the meeting,
between the hours of 9:00 a.m. and 5:00 p.m., and during the annual meeting.

The annual meeting is expected to conclude no later than 12:00 noon so that
stockholders can take advantage of a "Ride and Drive" of GM's new vehicles and a
tour of GM's truck facility in Shreveport, a short distance from the annual
meeting location. We hope you will attend the annual meeting and, if you plan to
do so, please indicate on your proxy/ voting instruction card in the space
provided for that purpose the number of tickets you will need for yourself and
immediate family members. Admittance card(s) in your name along with details of
the day's events will be mailed to you promptly. Application for admittance may
be made at the door for stockholders who do not receive tickets.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
ON THE ENCLOSED PROXY/VOTING INSTRUCTION CARD. HOWEVER, IT IS NOT NECESSARY TO
MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS; MERELY SIGN, DATE AND RETURN THE PROXY/VOTING INSTRUCTION CARD
IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED. THE PROXY
COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THE ENCLOSED
PROXY/VOTING INSTRUCTION CARD.

Cordially,

SHARLENE A. VICKERY JOHN F. SMITH, JR.
Secretary Chief Executive Officer and President
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TABLE OF CONTENTS

<TABLE>
<S> <C>
General Information for Stockholders Page
Proxy Procedure...................................................... ii
Proxy Statement Proposals............................................ ii
Directors............................................................ iii
Basis for Selection of Nominees for Directors........................ iii
Director Compensation................................................ iv
Proxy Statement
ITEM NO. 1--Nomination and Election of Directors..................... 2
Information about Nominees for Directors............................. 2
Report of the Incentive and Compensation Committee................... 9
Executive Compensation............................................... 15
</TABLE>

<TABLE>
<S> <C> <C>
ITEM NO. 2-- Ratification of the selection of Deloitte & Touche as
independent public accountants for the year 1994..... 23
ITEM NO. 3-- Approval of amendment to Article Fourth of the
Certificate of Incorporation of General Motors
Corporation to increase the authorized shares of
Common Stock, $1 2/3 par value....................... 24
ITEM NO. 4-- Stockholder proposal regarding disclosure of
information concerning political contributions....... 25
ITEM NO. 5-- Stockholder proposal to provide for cumulative
voting............................................... 26
ITEM NO. 6-- Stockholder proposal regarding foreign military
sales................................................ 28
ITEM NO. 7-- Stockholder proposal regarding dealings with China
and the former Soviet Union.......................... 30
ITEM NO. 8-- Stockholder proposal regarding GM's operations in
Mexico............................................... 32
ITEM NO. 9-- Stockholder proposal regarding salary limits for any
officer.............................................. 34
ITEM NO. 10-- Stockholder proposal regarding the Chief Executive
Officer's compensation............................... 36
Expenses of Solicitation............................................ 37
Other Matters....................................................... 37
</TABLE>

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GENERAL INFORMATION FOR STOCKHOLDERS

PROXY PROCEDURE

Although many of our stockholders are unable to attend the annual meeting
in person, stockholders have the opportunity to vote by means of the proxy
solicited by the Board of Directors. When a proxy is returned properly executed,
the shares represented thereby must be voted by the Proxy Committee as directed
by the stockholder. Stockholders are urged to specify their choices by marking
the appropriate boxes on the enclosed proxy. If no choice is specified, the
shares will be voted as recommended by the Board of Directors. A stockholder may
vote by ballot at the annual meeting, thereby cancelling any proxy previously
given.

The Proxy Committee, composed of three executive officers of the
Corporation, J. F. Smith, Jr., W. E. Hoglund and G. R. Wagoner, Jr., each of
whom is authorized to act on behalf of the Committee, will vote all shares of
common stocks represented by proxies signed and returned by stockholders.
Proxies also authorize the Proxy Committee to vote the shares represented
thereby on any matters not known at the time this Proxy Statement went to press
that may properly be presented for action at the meeting.

It is the policy of the Corporation that the stockholders be provided
privacy in voting. The Corporation engages the services of an independent
specialist to receive, inspect, count and tabulate proxies. Representatives of
the independent specialist also act as judges at the annual meeting.

PROXY STATEMENT PROPOSALS

At the annual meeting each year the Board of Directors submits to
stockholders its nominees for election as directors. In addition, the By-laws of
the Corporation require that the selection of independent public accountants by
the Audit Committee of the Board of Directors be submitted for stockholder
ratification at each annual meeting. The Board of Directors also may submit
other matters to the stockholders for action at the annual meeting.

In addition to such matters presented by the Board of Directors, the
stockholders may be asked to take action at the annual meeting upon one or more
stockholder proposals. Occasionally, inquiries have been made as to why the
Board of Directors opposes these proposals in the Proxy Statement.

THE BOARD OF DIRECTORS DOES NOT DISAGREE WITH ALL STOCKHOLDER PROPOSALS
SUBMITTED TO THE CORPORATION. WHEN THE BOARD FINDS THAT A STOCKHOLDER PROPOSAL
IS CONSISTENT WITH THE BEST INTERESTS OF THE CORPORATION AND THE STOCKHOLDERS,
IT NORMALLY CAN BE IMPLEMENTED WITHOUT NEED FOR A STOCKHOLDER VOTE. THE
CORPORATION, OVER THE YEARS, HAS ADOPTED A NUMBER OF STOCKHOLDER PROPOSALS AND
OTHER SUGGESTIONS. THUS, THE STOCKHOLDER PROPOSALS THAT APPEAR IN THE PROXY
STATEMENT ARE THOSE WITH WHICH THE BOARD OF DIRECTORS DISAGREES AND BELIEVES IT
MUST OPPOSE IN FULFILLING ITS OBLIGATIONS TO REPRESENT AND SAFEGUARD THE BEST
INTERESTS OF STOCKHOLDERS AS A WHOLE.

To meet the time deadline for inclusion in the Corporation's Proxy
Statement for the 1995 Annual Meeting, stockholder proposals intended to be
presented at that meeting must be received by General Motors on or before
December 12, 1994.

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DIRECTORS

The Board of Directors, which held a total of 11 meetings in 1993, is
currently composed of 14 members. If all 14 nominees are elected by the
stockholders at the annual meeting in May, the composition of the Board will be
12 directors whose principal occupation or employment is and has been outside
General Motors and two directors who are currently officers of the Corporation.

In addition to membership on the Board, most directors served on one or
more of six Committees of the Board in 1993, covering a total of 34 memberships.
The directors spend a considerable amount of time preparing for Board and
Committee meetings and, in addition, are called upon for their counsel between
meeting dates. In 1994, average attendance at Board and Committee meetings was
91%.

In 1980, the Board of Directors established the Corporate Advisory Council.
The Council is composed of retired non-employee directors with at least six
years of service and former Chairmen and Presidents of the Corporation who act
as an advisory body to both the Chairman and the Chief Executive Officer as well
as other officers of the Corporation. Former non-employee director members of
the Council receive annual fees of $20,000. The Council currently includes 21
individuals -- 14 former non-employee directors and seven former employee
directors.

BASIS FOR SELECTION OF NOMINEES FOR DIRECTORS

The Committee on Director Affairs of the General Motors Board of Directors
has responsibility to conduct continuing studies of the size and composition of
the Board and, from time to time, make recommendations as to candidates for
membership.

The Committee on Director Affairs (formerly the Nominating Committee)
consists of Mr. Charles T. Fisher, III, Chairman, Mrs. Anne L. Armstrong, and
Messrs. J. Willard Marriott, Jr., and John G. Smale, none of whom is or has been
an employee of the Corporation. Two meetings of the Committee on Director
Affairs were held in 1993.

The Corporation's By-laws provide that each year, prior to the annual
meeting of stockholders, the Committee on Director Affairs shall recommend to
the Board those individuals who will constitute the nominees of the Board of
Directors for the election of whom the Board will solicit proxies. As part of
this process, the Committee reviews candidates recommended by stockholders of
the Corporation. A stockholder who wishes to recommend an individual for Board
membership may do so by writing to: Secretary, General Motors Corporation, New
Center One Building, 3031 West Grand Boulevard, P.O. Box 33122, Detroit,
Michigan 48232. Notice of intent to make a director nomination, or to bring
before the meeting any matter other than a stockholder proposal submitted
pursuant to Securities and Exchange Commission Rule 14a-8, must be received by
the Secretary of the Corporation not more than 180 days and not less than 120
days in advance of the annual meeting. For the 1995 Annual Meeting, the
applicable time period is November 27, 1994 through January 26, 1995.

In considering potential new directors, the Committee on Director Affairs
reviews individuals from various disciplines and backgrounds. Among the
qualifications considered in the selection of candidates are broad experience in
business, finance or administration; familiarity with national and international
business matters; and an appreciation of
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the relationship that a large industrial corporation must maintain with the
changing needs of society. Since prominence and reputation in a particular
profession or field of endeavor are what bring most persons to the Board's
attention, there is the further consideration of whether the individual has the
time available to devote to the work of the Board of Directors and one or more
of its Committees.

A majority of the nominees of the Board of Directors identified herein
consists of individuals who, as of the date of their selection as nominees, have
been determined by the Board of Directors to be Independent Directors as the
term "Independent Director" is defined under Section 2.12 of the Corporation's
By-laws, entitled "Independent Directors." (A copy of that By-law, adopted on
January 7, 1991, is available to stockholders from the Secretary upon written
request.) Generally, the By-law provides that individuals are "Independent
Directors" if neither they nor their immediate relatives are or have been
employed by the Corporation or a subsidiary in an executive capacity within the
five years preceding the next Annual Meeting, and have no significant direct or
indirect business relationships with the Corporation or its subsidiaries.

An extensive review is also made of the activities and associations of each
candidate to ensure that there is no legal impediment, conflict of interest, or
other consideration that might prevent service on the Board of Directors. In
making its selection, the Board of Directors bears in mind that the foremost
responsibility of a GM director is to represent the interests of the
stockholders as a whole.

DIRECTOR COMPENSATION

Each non-employee director receives an annual retainer of $26,000 for Board
service and an attendance fee of $1,000 for each Board meeting attended. In
addition, except as noted below, non-employee directors receive annual retainers
of $12,000 for service on each of the six Committees of the Board: the Audit,
Capital Stock, Finance, Incentive and Compensation, Director Affairs, and Public
Policy Committees. Non-employee directors also receive a $1,000 per diem fee for
special services and assignments requiring their attendance outside the scope of
normal Board and Committee activities.

Mr. John G. Smale serves as an ex-officio member of each of the Committees
of the Board. Mr. Smale is being compensated on an annual basis as Chairman of
the Board in the amount of $300,000 and is not compensated for Committee service
as an ex-officio member. The Chairman of each of the six Board Committees
receives an additional annual retainer of $2,000.

Under a plan adopted by the Board in 1982, non-employee directors have the
opportunity to make an irrevocable election, prior to the commencement of any
year, to defer receipt of all or a portion of their compensation. At the option
of the director, amounts deferred are credited with annual interest, at the
average pre-tax yield on the Corporation's U.S. cash portfolio, or converted
into units of General Motors common stocks to be credited with dividend
equivalents in the form of additional stock units. Distribution of amounts
accumulated is not available until after termination of service on the Board.

Non-employee directors of the Corporation are not eligible to participate
in the Incentive Program, Savings-Stock Purchase Program or the Retirement
Program.

Employee directors of the Corporation are not paid any fees or
remuneration, as such, for service on the Board or on any Board Committee.

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GENERAL MOTORS CORPORATION
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 1994

This Proxy Statement is furnished to stockholders of General Motors
Corporation in connection with the solicitation, by order of the Board of
Directors of General Motors Corporation, of proxies to be used at the annual
meeting of stockholders of the Corporation. The accompanying form of proxy
represents your holdings of Common Stock, Class E Common Stock and Class H
Common Stock in the registered account name shown on the proxy. It is expected
that this Proxy Statement and enclosed form of proxy will be mailed commencing
Monday, April 11, 1994, to each stockholder entitled to vote.

After the enclosed form of proxy is duly executed and returned, a
stockholder may nevertheless revoke it at any time to the extent it has not been
exercised, by return of a duly executed written notice of revocation or by
return of a duly executed subsequent proxy or by voting at the annual meeting.
The shares represented by the proxy will be voted unless the proxy is received
in such form or at such time as to render it not votable. The proxy is in ballot
form so that a specification may be made to grant or withhold authority to vote
for election of the Board of Directors, or any of them, and to indicate whether
the stockholder wishes to vote for or against, or abstain from voting upon, each
of the nine proposals.

If a stockholder is a participant in the General Motors Savings-Stock
Purchase Program for Salaried Employees in the United States, the General Motors
Personal Savings Plan for Hourly-Rate Employees in the United States, the
General Motors Canadian Savings-Stock Purchase Program, the EDS Stock Purchase
Plan, the EDS Deferred Compensation Plan, the EDS Stock Incentive Plan, the
Hughes Aircraft Company Salaried Employees' Thrift and Savings Plan, the Hughes
Aircraft Company Tucson Bargaining Employees' Thrift and Savings Plan, the
Hughes Aircraft Company California Hourly Employees' Thrift and Savings Plan,
the Hughes Thrift and Savings Plan, the Saturn Individual Savings Plan for
Union-Represented Employees, the Saturn Personal Choices Savings Plan for
Non-Represented Employees or the GMAC Mortgage Corporation Savings Incentive
Plan, the proxy card will also serve as a voting instruction for the trustees,
plan committees or independent fiduciaries of those plans where all
registrations are identical. With the exception of the EDS Deferred Compensation
Plan, shares in these plans cannot be voted unless the card is signed and
returned. If voting instructions are not received for shares in the EDS Deferred
Compensation Plan, those shares will be voted by the Trustee, Plan Committee or
Independent Fiduciary in the same proportion as the shares in the plan for which
voting instructions are received.

If a stockholder participates in any of these plans or maintains other
accounts under a different name (e.g., with and without a middle initial), the
stockholder may receive more than one set of proxy materials. To insure that all
shares are voted, the stockholder must sign and return every proxy card
received.

Brokers, dealers, banks, voting trustees, and their nominees who desire a
supply of the Corporation's proxy soliciting material for transmittal by them to
beneficial owners should write to General Motors Corporation,
c/o Morrow & Co., Inc., 909 Third Avenue, 20th Floor, New York, NY 10022-4799.

The Board of Directors fixed March 21, 1994 as the record date for
determining stockholders entitled to vote at the annual meeting. On that date,
the Corporation had outstanding and entitled to vote 727,834,526 shares of
Common Stock,

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259,280,571 shares of Class E Common Stock and 90,994,326 shares of Class H
Common Stock. Each such share of Common Stock entitles the holder to one vote,
each such share of Class E Common Stock entitles the holder to one-eighth vote
and each such share of Class H Common Stock entitles the holder to one-half
vote. With the exception of the election of directors which requires a plurality
of the votes cast, or as otherwise noted, the affirmative vote of the holders of
a majority of the voting power of the common stocks represented at the meeting
is required for approval of each proposal presented in this Proxy Statement.
With respect to abstentions, the shares are considered present at the meeting
for a particular proposal, but since they are not affirmative votes for the
proposal, they will have the same effect as votes against the proposal. With
respect to broker non-votes, the shares are not considered present at the
meeting for the particular proposal for which the broker withheld authority.

ITEM NO. 1
Nomination and Election of Directors

It is intended that the shares represented by the enclosed proxy will be
voted, unless such authority is withheld, for the election of the 14 nominees
for directors named in the following section. The term of office of each
director will be until the next annual election of directors and until a
successor is elected and qualified or until the director's earlier resignation
or removal. In the event that any nominees for directors should become
unavailable, which is not anticipated, the Board of Directors may provide by
resolution for a lesser number of directors or designate substitute nominees,
who would receive the votes of the Proxy Committee.

INFORMATION ABOUT NOMINEES FOR DIRECTORS

The following information with respect to principal occupation or
employment and name of the corporation or other organization in which such
occupation or employment is carried on and in regard to other affiliations and
to shares of Common Stock, Class E Common Stock and Class H Common Stock deemed
beneficially owned at February 28, 1994 under a rule of the Securities and
Exchange Commission has been furnished to the Corporation by the nominees for
directors. In addition to the affiliations mentioned on the following pages, the
nominees are active in many local and national cultural, charitable,
professional and trade organizations.

PICTURE OF
ANNE L.
ARMSTRONG
ANNE L. ARMSTRONG, 66, Chairman, Board of Trustees, Center for
Strategic and International Studies; former Chairman of the
President's Foreign Intelligence Advisory Board and former
Ambassador to Great Britain; Joined General Motors Corporation
Board in 1977, member of Audit Committee, Incentive and
Compensation Committee and Committee on Director Affairs;
Director of Boise Cascade Corporation, American Express
Company, Glaxo Holdings and Halliburton Company; Member of the
Council on Foreign Relations and Board of Overseers Hoover
Institution; Citizen Regent, Board of Regents of the
Smithsonian Institution.

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PICTURE OF
JOHN H. BRYAN
JOHN H. BRYAN, 57, Chairman and Chief Executive Officer, Sara
Lee Corporation, Chicago; Joined General Motors Corporation
Board in 1993, member of Capital Stock Committee and Incentive
and Compensation Committee; Director of Amoco Corporation,
First Chicago Corporation and its subsidiary, First National
Bank of Chicago; Member of The Business Roundtable and The
Business Council; Trustee of the University of Chicago,
Rush-Presbyterian-St. Luke's Medical Center, and the Committee
for Economic Development.
PICTURE OF
THOMAS E.
EVERHART
THOMAS E. EVERHART, 62, President and Professor of Electrical
Engineering and Applied Physics, California Institute of
Technology, Pasadena; Former Chancellor of University of
Illinois, Urbana-Champaign; Joined General Motors Corporation
Board in 1989, Chairman, Public Policy Committee, member of
Audit Committee; Director of Hewlett-Packard Corporation,
Corporation for National Research Initiatives, Community
Television of Southern California (KCET); Member of National
Academy of Engineering Council and Executive Committee; Vice
Chairman, Council on Competitiveness; Former Chairman of
General Motors Science Advisory Committee.
PICTURE OF
CHARLES T.
FISHER, III
CHARLES T. FISHER, III, 64, Retired Chairman and President and
currently director of NBD Bancorp, Inc. and its subsidiary NBD
Bank, N.A., Detroit; Joined General Motors Corporation Board in
1972, Chairman of Committee on Director Affairs, member of
Finance Committee and Incentive and Compensation Committee;
Director of AMR Corporation and its subsidiary American
Airlines, Inc. and Detroit Medical Center.
PICTURE OF
WILLIAM E.
HOGLUND
WILLIAM E. HOGLUND, 59, Executive Vice President, Corporate
Affairs and Staff Support Group since November 2, 1992,
Executive Vice President and Chief Financial Officer
(April-November 1992), Executive Vice President, Automotive
Components Group, Power Products and Defense, Service Parts
Operations (1988-1992); Joined General Motors Corporation in
1958 and its Board in 1992; Director of Standard Federal Bank,
Detroit Diesel Corporation and Mead Corporation; Member of the
President's Council on Sustainable Development, the University
of Michigan Graduate School of Business Administration Visiting
Committee, the Board of Directors of Detroit Renaissance, the
Board of Trustees of William Beaumont Hospital and the Skillman
Foundation.

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PICTURE OF
J. WILLARD
MARRIOTT, JR.
J. WILLARD MARRIOTT, JR., 62, Chairman, President and Chief
Executive Officer, Marriott International, Inc., Washington,
D.C., since October 1993; Chairman, President and Chief
Executive Officer, Marriott Corporation (1985-1993); Joined
General Motors Corporation Board in 1989, member of Committee
on Director Affairs and Public Policy Committee; Director of
Outboard Marine Corporation and Host Marriott Corporation
(formerly, Marriott Corporation); Member of The Business
Roundtable, The Business Council and The Conference Board;
Director of the U.S.-Russian Business Council; Member of Board
of Trustees of National Geographic Society and the Mayo
Foundation.
PICTURE OF
ANN D.
MCLAUGHLIN
ANN D. MCLAUGHLIN, 52, Former U.S. Secretary of Labor
(1987-1989); President, Federal City Council, Washington, D.C.;
Joined General Motors Corporation Board in 1990, member of
Capital Stock Committee and Public Policy Committee; Director
of AMR Corporation and its subsidiary American Airlines, Inc.,
Kellogg Company, Nordstrom, Inc., Union Camp Corporation, Host
Marriott Corporation (formerly Marriott Corporation); Potomac
Electric Power Company and Vulcan Materials Company; Vice
Chairman, The Aspen Institute; Trustee of The Public Agenda
Foundation and The Conservation Fund; Board of Overseers,
Wharton School of Business, University of Pennsylvania.
PICTURE OF
PAUL H.
O'NEILL
PAUL H. O'NEILL, 58, Chairman and Chief Executive Officer,
Aluminum Company of America (ALCOA), Pittsburgh, Pennsylvania;
Joined General Motors Corporation Board in 1993, member of
Audit Committee and Capital Stock Committee; Director of Gerald
R. Ford Foundation and Manpower Demonstration Research
Corporation; Member of The Business Roundtable, The Business
Council and The Conference Board; Trustee of The RAND
Corporation.
PICTURE OF
EDMUND T.
PRATT, JR.
EDMUND T. PRATT, JR., 67, Chairman Emeritus and currently
director of Pfizer Inc., New York; Joined General Motors
Corporation Board in 1977, Chairman of Incentive and
Compensation Committee and member of Committee on Director
Affairs; Director of Chase Manhattan Corporation and its
subsidiary Chase Manhattan Bank, N.A., International Paper
Company, Minerals Technologies Inc. and Celgene Corporation;
Member of The Business Council.

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PICTURE OF
JOHN G. SMALE
JOHN G. SMALE, 66, Chairman, General Motors Corporation since
November 2, 1992; Retired Chairman and Chief Executive of The
Procter & Gamble Company, Cincinnati; currently Chairman of the
Executive Committee of the Board of Directors of The Procter &
Gamble Company; Joined General Motors Corporation Board in
1982; Ex-officio member of Audit Committee, Capital Stock
Committee, Finance Committee, Incentive and Compensation Com-
mittee, Committee on Director Affairs and Public Policy
Committee; Chairman of the Board of Berol Corporation; Director
of J. P. Morgan & Co. Incorporated and its subsidiary Morgan
Guaranty Trust Company of New York; Member of the Executive
Committee of The Business Council and Board of Governors; Vice
Chairman, The Nature Conservancy; Emeritus Trustee of Kenyon
College.
PICTURE OF
JOHN F.
SMITH, JR.
JOHN F. SMITH, JR., 56, Chief Executive Officer and President
of General Motors Corporation since November 2, 1992, President
(April-November 1992), Vice Chairman, Board of Directors
(1990-1992), Executive Vice President, International Operations
(1988-1990), President of General Motors Europe (1987-1988),
member of the Finance Committee; Joined General Motors
Corporation in 1961 and its Board in 1990; Member of The
Business Roundtable, The Business Council, U.S.-Japan Business
Council and the Chancellor's Executive Committee of the Univer-
sity of Massachusetts.
PICTURE OF
LOUIS W.
SULLIVAN
LOUIS W. SULLIVAN, 60, President, Morehouse School of Medicine,
Atlanta, Georgia, since January 21, 1993; U.S. Secretary of
Health and Human Services (1989-1993); Joined General Motors
Corporation Board in 1993, member of Audit Committee and Public
Policy Committee; Director of Georgia Pacific, 3M Corporation,
Household International Inc., CIGNA Corporation and
Bristol-Myers Squibb Company.
PICTURE OF
DENNIS
WEATHERSTONE
DENNIS WEATHERSTONE, 63, Chairman, J. P. Morgan & Co.
Incorporated and its subsidiary Morgan Guaranty Trust Company
of New York since January 1, 1990, former President; Joined
General Motors Corporation Board in 1986, Chairman of the Audit
Committee, member of Capital Stock Committee and Public Policy
Committee; Director of Merck & Co., Inc. and the Institute for
International Economics; President, The International Monetary
Conference; Member of The Business Roundtable; Vice Chairman,
The Business Council; Member of the Council on Foreign
Relations; President of the Royal College of Surgeons
Foundation, Inc., New York; Trustee of the Economic Club of New
York.

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PICTURE OF
THOMAS H.
WYMAN
THOMAS H. WYMAN, 64, Chairman, S.G. Warburg & Co. Inc., New
York, and Vice Chairman, S. G. Warburg plc and former Chairman,
President and Chief Executive Officer, CBS Inc., New York;
Joined General Motors Corporation Board in 1985, Chairman of
Capital Stock Committee and Finance Committee, member of Audit
Committee and Incentive and Compensation Committee; Director of
American Telephone and Telegraph Company, ZENECA PLC; United
Biscuits (Holdings) plc; Member of The Business Council and the
Council on Foreign Relations; Trustee of The Ford Foundation,
Trustee Emeritus of Amherst College and of The Aspen Institute.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 28, 1994, beneficial
ownership of all classes of common stock of the Corporation for each current
nominee for Director, each Named Executive Officer and by all current directors
and officers of the Corporation as a group. Each of the individuals/groups
listed below is the owner of less than one percent of the outstanding shares and
voting power of each class of common stock of the Corporation, except that The
Howard Hughes Medical Institute, owns 23.4% of the outstanding Class H shares
(1.3% of the combined voting power of the Common Stock, Class E Common Stock and
Class H Common Stock, respectively), and the General Motors Hourly-Rate
Employees Pension Plan and the General Motors Retirement Program for Salaried
Employees own 10.4% of the outstanding shares and voting power of the Class E
Common Stock (0.4% of the combined voting power of the Common Stock, Class E
Common Stock and Class H Common Stock). Except as otherwise may be noted in the
footnotes, each individual has sole voting and investment power with respect to
the shares listed and the totals of shares beneficially owned by the individual
nominees and all directors and officers as a group do not include any shares of
Common Stock, Class E Common Stock and Class H Common Stock held by the pension
and profit sharing plans or endowment funds of other corporations, and
educational and charitable institutions of which various directors and officers
serve as directors or trustees.

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<TABLE>
<CAPTION>
Shares Deferred Stock
Directors Class Of Stock Owned Stock Units Total Options(a)
- ------------------------------ --------------------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
W. E. Hoglund (a)(e)(f)....... Common Stock 20,570 4,682 25,252 212,200
Class E Common Stock 21,509 39 21,548 --
Class H Common Stock 859 41 900 --
J. W. Marriott, Jr............ Common Stock 1,000 -- 1,000 --
A. D. McLaughlin (b).......... Common Stock 850 297 1,147 --
Class E Common Stock -- 220 220 --
Class H Common Stock -- 203 203 --
P. H. O'Neill................. Common Stock 1,000 -- 1,000 --
E. T. Pratt, Jr. (b).......... Common Stock 200 10,003 10,203 --
Class E Common Stock 40 12,761 12,801 --
Class H Common Stock 10 8,678 8,688 --
J. G. Smale................... Common Stock 11,000 -- 11,000 --
Class E Common Stock 200 -- 200 --
Class H Common Stock 50 -- 50 --
J. F. Smith, Jr. (a)(f)....... Common Stock 36,299 3,702 40,001 242,104
Class E Common Stock 21,690 -- 21,690 --
Class H Common Stock 16,394 2 16,396 --
L. W. Sullivan................ Common Stock 100 -- 100 --
D. Weatherstone (b)(g)........ Common Stock 6,000 5,036 11,036 --
Class E Common Stock -- 6,200 6,200 --
T. H. Wyman (b)............... Common Stock 1,000 320 1,320 --
Class E Common Stock 500 102 602 --
Class H Common Stock 250 94 344 --

<CAPTION>
Other Named Executives
- ------------------------------
<S> <C> <C> <C> <C> <C>
L. R. Hughes (a)(f)........... Common Stock 13,367 446 13,813 63,379
Class E Common Stock 13,098 -- 13,098 --
Class H Common Stock 6,790 -- 6,790 --
H. J. Pearce (a)(f)........... Common Stock 3,313 1,751 5,064 65,305
Class E Common Stock 2,041 -- 2,041 6,500
Class H Common Stock 12,250 -- 12,250 --
G. R. Wagoner, Jr. (a)(f)..... Common Stock 6,410 140 6,550 54,290
Class E Common Stock 6,823 -- 6,823 --
Class H Common Stock 3,070 -- 3,070 --
</TABLE>

7
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Shares Deferred Stock
Other Class Of Stock Owned Stock Units Total Options(a)
- ------------------------------ --------------------- ---------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
All directors and officers.... Common Stock 473,125 53,589 526,714 2,505,265
of the Corporation as a Class E Common Stock 240,045 26,985 267,030 --
group(f) Class H Common Stock 102,191 11,394 113,585 --
Howard Hughes Medical......... Class H Common Stock 21,293,600 -- 21,293,600 --
Institute
4000 Jones Bridge Road
Chevy Chase, MD 20815
General Motors Hourly-Rate.... Class E Common Stock 26,847,488 -- 26,847,448 --
Employees Pension Plan
and the General Motors
Retirement Program for
Salaried Employees
3044 West Grand Blvd.
Detroit, MI 48202

<FN>
(a) Common Stock that may be acquired within 60 days through exercise of stock
options; additional information regarding stock options is provided on pages
16 and 17.

(b) Deferred stock units -- under a plan adopted by the Board of Directors in
1982, non-employee directors only may elect to defer receipt of all or a
portion of their compensation by converting amounts deferred into units of
General Motors common stocks. These stock units are credited with dividend
equivalents in the form of additional stock units. Distribution of amounts
deferred is not available until after termination of service on the Board
and will be paid in cash based on the number of stock units and the market
price of the shares at the time of payment.

(c) Does not include 66,800 shares of Common Stock, 8,120 shares of Class E
Common Stock and 23,336 shares of Class H Common Stock held in the endowment
fund of the California Institute of Technology, or the Beckman Foundation
Equity Index portfolio and the COZAD Beckman Foundation portfolio which it
oversees. Dr. Everhart is a member of the Institute's 11-member Investment
Committee which has the power to acquire or dispose of the financial
investments of the Institute.

(d) Includes 11,378 shares of Common Stock held in a trust of which Mr. Fisher
is a co-trustee and in which he, among other family members, has a residuary
interest; 1,688 shares of Common Stock held in two trusts in which Mr.
Fisher has a one-seventh remainderman interest; and 500 shares of Common
Stock held in one trust of which Mr. Fisher is a co-trustee and the
beneficiary is a relative of Mr. Fisher.

(e) Includes a total of 5,056 shares of Common Stock held by a family member.

(f) "Shares Owned" includes shares credited under the General Motors
Savings-Stock Purchase Program. Under this program, participants may
contribute up to 15% of eligible salary, subject to maximum limits
established by the Internal Revenue Code. "Deferred Stock Units" include
shares under the General Motors Benefit Equalization Plan. This Plan is a
non-qualified "excess benefit" plan that is exempt from ERISA and the
Internal Revenue Code limitations, and provides executives with the full GM
matching contribution without regard to such limitations. Amounts credited
under the Plan are maintained in shares of the Corporation's Common Stock.
Upon termination of employment, all amounts in the executive's account will
be paid in cash.

(g) Mr. Weatherstone is Chairman of J. P. Morgan & Co. Incorporated. From time
to time, J. P. Morgan & Co. Incorporated provides investment banking
services to General Motors Corporation.
</TABLE>
8
<PAGE>
<PAGE>
Under federal securities law, the Corporation's directors, certain
officers, and persons holding more than ten percent of any class of the
Corporation's common stock are required to report, within specified monthly and
annual due dates, their initial ownership in any class of the Corporation's
common stocks and all subsequent acquisitions, dispositions or other transfers
of interest in such securities, if and to the extent reportable events occur
which require reporting by such due dates. The Corporation is required to
describe in this proxy statement whether it has knowledge that any person
required to file such a report may have failed to do so in a timely manner. In
this regard, all of the Corporation's directors, certain officers and each
beneficial owner of more than ten percent of any class of the Corporation's
common stocks satisfied such filing requirements in full, except for Guy D.
Briggs, John O. Grettenberger and Richard G. LeFauve who each inadvertently
filed one monthly report relating to one transaction after the due date. These
individuals are officers of the Corporation. In addition, Jose Ignacio Lopez de
Arriortua, a former officer of General Motors, filed one monthly report relating
to three transactions after the due date. The foregoing is based upon reports
furnished to the Corporation and written representations and information
provided to the Corporation by the persons required to make such filings.

REPORT OF THE INCENTIVE AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The compensation of the Chief Executive Officer (CEO) and other four Named
Executive Officers, all of whom comprise the Corporation's senior leadership
group known as the President's Council, as well as the Corporation's other
senior executives -- at GM and all subsidiaries -- is determined by the
Incentive and Compensation Committee ("the Committee") of the Board of
Directors. The Committee, which also has oversight of the incentive compensation
plans and benefit programs for all GM executive employees, is a standing
committee of the Board of Directors. It is comprised entirely of independent
Directors and met 10 times in 1993. No member of the Committee is eligible to
participate in any of the compensation plans or programs it administers.
Further, there are no interlocks between the members of the Committee and any
executive officer.

COMPENSATION PHILOSOPHY

General Motors' executive compensation program is premised on the belief
that the interests of executives should be closely aligned with those of GM's
stockholders. Based on this philosophy, a meaningful portion of each executive's
total compensation is placed at-risk and linked to the accomplishment of
specific results which will lead to the creation of value for the Corporation's
stockholders in both the short-and long-term. Under this pay-for-performance
orientation:

* executives are motivated to improve the overall performance and
profitability of the Corporation, as well as the business sector to which
each is assigned, and rewarded only when specific, measurable results
have been achieved;

* accountability is further encouraged through the adjustment of salaries
and incentive awards on the basis of each executive's individual
performance and contribution;

* most incentive awards are denominated and/or paid in GM common stocks to
further reinforce the linkage of executives' interests with those of
stockholders; and

9
<PAGE>
<PAGE>
* a highly competitive level of compensation can be earned in years of
strong performance to ensure the Corporation attracts and retains the
leadership talent needed to successfully maintain and grow its
businesses; conversely, in years of below average performance, an
executive's compensation is below competitive benchmarks.

Stock Ownership Guidelines -- To further underscore the importance of
linking executive and stockholder interests, in 1993 the Committee established
formal stock ownership guidelines for the President's Council members, as well
as other Corporate Officers and select senior executives (approximately the top
65 executives). Under the guidelines, the CEO is required to hold GM common
stocks with a minimum aggregate value equivalent to two times his salary. For
the balance of the executives covered by the guidelines, the minimum aggregate
market value of their individual holdings must be equivalent to their respective
salary. Ownership of all three classes of common stocks will be considered
toward compliance with the guidelines. As of February 28, 1994, all President's
Council members met or exceeded their respective guideline level. While formal
guidelines have not been established for the balance of the executive group, the
importance of stock ownership is reinforced through plan design and in
communications to these executives.

Compensation Deductibility Policy -- While the Committee believes the
regulation to be discriminatory toward the stockholders of publicly-held
corporations, based on a review of the proposed regulations and subject to
review of the final regulations, in order to preserve the deductibility of
performance-based compensation in excess of $1 million to each President's
Council member, the Corporation will seek to comply with section 162(m) of the
Internal Revenue Code to the extent such compliance is practicable and in the
best interests of the Corporation and its stockholders.

COMPENSATION PLAN

In carrying out its responsibilities, the Committee annually reviews the
executive compensation programs and policies of the Corporation's domestic
competitors and, to the extent practicable, leading foreign automotive
manufacturers. In view of the limited number of industry competitors and in
recognition of the fact that the competitive labor market for GM's executives is
broader than the automotive industry, compensation levels and policies are also
benchmarked against a group of very large manufacturing companies [some of which
are included in Standard and Poor's (S&P) 500 Composite Stock index] worldwide
to ensure that GM's plans and practices are competitive and appropriate in the
context of its performance and compensation philosophy. For reference, the
performance of GM $1 2/3 Common Stock relative to the common stocks of Ford and
Chrysler and the S&P 500 index is provided at the conclusion of the compensation
disclosure section starting on page 20.

Market data are obtained from this comparator group of companies through
annual surveys. In addition, compensation program design/practice data are
regularly solicited from various compensation consultants to assist the
Committee in its evaluation of competitive pay levels and program trends. These
data, in addition to its interpretation of the compensation philosophy discussed
above, serve as the basis for the Committee's development and periodic
adjustment of the total compensation structure (e.g., relative size of each
element of the total compensation package and mix of fixed to variable, or
at-risk, compensation) for executives.

The Committee does take into account GM's performance relative to the
comparator group in evaluating competitive data and establishing targets for
each element of an executive's total compensation. For example, in view of the
cyclical nature of the automotive industry and corresponding impact of this
volatility on a GM executive's compensation, last year
10
<PAGE>
<PAGE>
the Committee revised the executive compensation structure to bring the portion
of at-risk pay to a level approximating the survey group average in order to
ensure that the Corporation was better positioned to provide a more competitive
level of fixed compensation which would, thereby, enable it to retain
critically-skilled executive talent.

As discussed below, aside from benefits (which will be reviewed as required
in the tables following this report), a GM executive's total compensation
package is comprised of four components: (1) base salary; (2) annual incentives;
(3) stock options and (4) other long-term incentives.

Base Salary -- Under the revised compensation structure, base salaries are
targeted to be in the upper end of the third quartile of the salaries paid to
comparable positions at the comparator group (fourth quartile being the
highest), on a size adjusted basis. The base salaries of individual executives
can and do vary from this salary benchmark based on such factors as the
executive's scope of responsibility, current performance, maturity in position,
future potential and overall competitive positioning relative to comparable
positions at other companies.

In line with the Committee's decision to alter the Corporation's base
salary target and reflecting its evaluation of the CEO and other President's
Council members' outstanding individual and collective performance, each
executive's base salary was adjusted in 1993. Factors the Committee considered
in its evaluation of the group as a team and each executive independently
included their success in focusing the organization on the urgent need to meet
budget and business plan commitments, significant improvements in cash flow and
cost reduction efforts, organizational restructuring, rationalization of capital
expenditures, improvements in the business planning process and implementation
of a team-oriented management approach. The Committee also carefully considered
the scope of each executive's responsibilities relative to comparable positions
at survey companies in adjusting their salaries.

These salary increases were also provided in part as consideration for each
President's Council member signing a non-compete agreement barring him from
working for an automotive competitor for a period of three years from the date
of the salary adjustment. In view of the turnaround momentum the newly appointed
President's Council members had established so quickly after assuming their
positions, the Committee believed that it was in GM stockholders' best interests
to ensure continuity in the Corporation's senior leadership group during this
critical period. Aside from these agreements, the Corporation has no contractual
or other arrangements with these, or any other, executive officers.

Annual Incentives -- Annual incentives are granted under the Amended 1987
Stock Incentive Plan (SIP) which was approved by stockholders at the 1992 Annual
Meeting. To further reinforce accountability at all levels within the executive
group and to enhance the overall motivational value of the plan, there are two
separate annual incentive award components -- one based exclusively on Corporate
results and the other strictly on the performance of the business sector to
which the executive is assigned. The apportionment of an executive's annual
incentive award between the two components varies by level of responsibility. In
view of their Corporate-wide responsibility, the annual incentive award
opportunity for all President's Council members, including the CEO, is based
exclusively on GM's overall performance.

For 1993, reflecting the urgent need to significantly improve the
Corporation's financial results, the payment of either a Corporate or sector
award was triggered solely on the achievement of predetermined profitability
goals. For the Corporate component, the goal was expressed in terms of net
income attributable to GM $1 2/3 Common Stock. Profitability goals for the
various sectors were generally based on operating profit, with the exception of
the goal for the North American Operations (NAO) sector which, in line with its
turnaround plan, was measured on an earnings before
11
<PAGE>
<PAGE>
interest, taxes and non-cash health care expenses basis. Profitability goals for
both award components were derived from the Corporation's budget and business
plan for the year and, based on Management's input, the Committee used its
discretion in setting the specific profitability targets for the Corporate
component and each sector.

In addition to establishing a targeted performance level for both award
components, the Committee also identifies threshold or minimum performance
levels which must be achieved before awards for either component are granted.
The size of awards granted is, accordingly, scaled to the actual level of
performance achieved. In establishing this payout range, the Committee assesses
the relative degree of stretch necessary to achieve the target objective and
reviews past and projected budgeted performance levels and external marketplace
conditions (e.g., economic outlook, projected size of automotive industry
volumes by market, expected market share projections). There is no specified
weight assigned to these factors; the Committee uses its judgment based on these
considerations in establishing the payout range.

In the event Corporate or sector profitability is sufficient to generate
the payout of awards, performance relative to industry peers in areas such as
quality, customer satisfaction, market share/penetration, cost performance,
return on net assets and year-to-year earnings growth may also be considered by
the Committee in its determination of the appropriate payout level. If
considered, the Committee's weighting of each of these factors varies on the
basis of its judgment of the Corporation's or a specific sector's aggregate
relative results in the context of specific business conditions for that year.
In addition to a peer adjustment, the amount of both award components may also
be adjusted upwards or downwards to reflect each executive's individual
performance, potential and relative contribution.

Awards are denominated in restricted stock units of one or more classes of
GM common stocks at the time of award and, to encourage retention of key
executive talent, are paid out in up to three installments (i.e., awards granted
for 1993 results would be paid out in 1994, 1995, and 1996). The Committee
believes the use of installment delivery motivates executives to focus on
continued stockholder value creation in that the ultimate value of their final
awards is dependent on fluctuations in the stocks' prices over the vesting
period. Installment delivery also serves as a retention incentive since unvested
award installments are forfeited in the event an executive terminates employment
without the Committee's consent.

While the Corporation's overall results were substantially in excess of
1992 results and the 1993 profitability goals established by the Committee, no
annual awards were granted for Corporate results to any executive, including the
CEO and other members of the President's Council. The Committee did grant sector
awards to executives at select overseas units which posted strong financial
results relative to their respective operating profit targets. Despite the fact
that the price of GM $1 2/3 Common Stock increased by 70% from the prior
year-end, Management believed Corporate awards should not be granted until the
executive group achieves sustained profitability and better positions the
Corporation to grow its core automotive business. The Committee supported this
recommendation and noted 1993 results indicated that this momentum is underway.
While it is competitive practice for a company to pay for "turnaround" results,
the Committee believes this decision to adhere to a more rigorous standard in
paying incentive awards underscores GM's commitment to its pay-for-performance
philosophy and focus on stockholders' interests.

Stock Options -- Like annual incentives, stock options are also granted
under the provisions of the Amended 1987 SIP. Stock options are granted to
reinforce the importance of improving stockholder value over the long-term, and
to encourage and facilitate executive stock ownership. Stock options are granted
at 100% of the fair market value of the
12
<PAGE>
<PAGE>
stock on the date of grant to ensure the executives can only be rewarded for
appreciation in the price of GM common stocks when the Corporation's
stockholders are similarly benefited. While all executives are eligible to
receive stock options, participation in each annual grant, as well as the size
of the grants each participating executive receives, are contingent on the
executive's performance and future potential.

Option grant levels, as with each element of an executive's compensation
package, are determined on the basis of the total compensation structure
developed by the Committee. Under this structure, target option grants are
positioned at a level which generally equates to the average grant levels
awarded to executives in comparable positions in the comparator group.

The 1993 option grants to the CEO and other President's Council members
were based on the revised total compensation structure developed by the
Committee for these executives at the time of their appointments to their
current positions on November 1, 1992. Reflecting their significant promotions,
their 1993 grants were larger than their respective previous year grants. Their
grants are positioned at a level which, in conjunction with their target
Performance Achievement Awards (which are detailed starting on page 17 and
discussed in the following section of this report), approximates the average
value of the long-term incentives paid to comparable positions at survey
companies, on a size adjusted basis. As grant size is predicated on a total
annual compensation target, the Committee did not consider the number of option
shares each executive had been previously granted in determining the size of the
grants to the President's Council members or any other executives.

In view of his oversight responsibility for Electronic Data Systems and GM
Hughes Electronics Corporation, the Committee determined that the grant for Mr.
Pearce would be denominated in all three classes of GM common stocks, as
detailed starting on page 15. Grants to all other executives, including the
other President's Council members, were denominated exclusively in GM $1 2/3
Common Stock.

Other Long-Term Incentives -- In contrast to stock options, which reward
executives for stockholder value creation as measured by improvement in the
prices of GM common stocks, the Performance Achievement Plan (PAP) is intended
to focus executives on the accomplishment of key long-term strategic objectives
which require more than one year to complete. This Plan was most recently
approved by stockholders at the 1992 Annual Meeting. Participation in the plan
is generally restricted to those in positions of major responsibility
(approximately the top 450 executives).

Target PAP awards are typically made annually and payout is contingent on
the achievement of a predetermined targeted level of consolidated net income
over a three-year plan period, as outlined in the Corporation's strategic
business plans for the award period. The percentage of each target award, if
any, that eventually is distributed to participants is determined by the
Committee based on the actual level of performance achieved over the award
period versus the targeted goal. No awards are paid for cumulative performance
below a predetermined threshold level and final awards are capped at 200% of
target for performance in excess of a predetermined maximum level.

The Committee has the discretion to elect to adjust the final award payout
from the level dictated by the actual performance achieved over the period if,
in its judgment, events have occurred (e.g., significant changes in accounting
practices) which have altered the basis upon which the performance goals were
established. As reference, the Committee did reset the performance targets for
all outstanding grants covering the 1991 and 1992 calendar years to exclude
charges related to special items such as FASB 106 (Accounting for Other
Post-Employment Benefits). These adjustments did not
13
<PAGE>
<PAGE>
result in improving the performance to a level sufficient to generate a payout
for any grant with a performance period expiring during the time frame covered
by the Summary Compensation Table (e.g., 1991 to 1993) on page 15.

The 1993 PAP target awards cover the three-year period 1993-1995. The size
of the target awards for the CEO and the other members of the President's
Council were developed in line with the methodology discussed in the previous
section on stock options. These awards were denominated in cash but, if earned,
will be paid out in all three classes of GM common stocks. To reinforce
executive stock ownership, the payment of any final awards is subject to a
mandatory vesting schedule of up to four installments, dependent on a
participant's level of responsibility and the size of the final award. For
members of the President's Council, a portion of any final award will be
deferred in stock until retirement.

Payment of any awards relating to the 1993 PAP grant will be based on the
achievement of a predetermined level of earnings attributable to GM $1 2/3
Common Stock established by the Committee. Similar to the approach used in
setting annual incentive award performance objectives, the Committee also
considered the business outlook (e.g., projected auto industry sales volumes,
economic outlook, anticipated competitive challenges) as set forth in the
Corporation's strategic business plan for the performance period, as well as the
corresponding return on equity levels different earnings projections equate to
in setting the threshold, target and maximum net income levels. On the basis of
this analysis, the Committee used its discretion in establishing the performance
target and payout range and did not follow a predetermined methodology or assign
weights to the specific factors outlined above.

With respect to payment of PAP final awards, the actual cumulative net
income realized for the 1990-1993 performance period was below the threshold
level established by the Committee and, therefore, no final awards were paid to
any plan participant, including the CEO and the other members of the President's
Council, related to that performance period. Including the 1990-1993 grant, no
PAP awards have been paid to any participant for the last three years.

INCENTIVE AND COMPENSATION COMMITTEE
Edmund T. Pratt, Jr., Chairman
Anne L. Armstrong
John H. Bryan
Charles T. Fisher, III
John G. Smale
Thomas H. Wyman

14
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information in respect to the compensation
of the Chief Executive Officer and each of the other four most highly
compensated named executive officers of General Motors Corporation (all of whom
constitute the "President's Council") for services in all capacities while a
named executive officer of the Corporation during 1991, 1992 and 1993.

<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------
Awards Payouts
------ -------
Annual Compensation $1 2/3 Long-Term All Other
Name and ----------------------------- Stock Incentive Compen-
Principal Position Year Salary Bonus(1) Options Payouts(2) sation(3)
- ----------------------------- --------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ $ # Shares $ $
J. F. Smith, Jr.
CEO & President......... 1993 1,375,000 -0- 120,000 -0- 20,624
1992 748,000 -0- 80,000 -0- 11,219
Vice Chairman........... 1991 575,000 -0- 65,000 -0- 19,166
W. E. Hoglund
Executive VP............ 1993 775,000 -0- 70,000 -0- 11,624
1992 592,000 -0- 60,000 -0- 8,875
1991 500,000 -0- 45,000 -0- 16,666
H. J. Pearce*
Executive VP............ 1993 688,000 -0- 25,000 -0- 10,312
Cl. E 13,000
Cl. H 16,500
1992 328,000 -0- 14,000 -0- 4,925
L. R. Hughes*
Executive VP............ 1993 688,000 -0- 50,000 -0- 10,312
1992 304,000 100,000 20,000 -0- 4,562
G. R. Wagoner, Jr.*
Executive VP............ 1993 675,000 -0- 50,000 -0- 10,125
1992 239,000 70,000 9,000 -0- 3,587
<FN>
* Not a named executive officer prior to 1992.

(1) For 1992, annual incentive awards were granted to Messrs. Hughes and Wagoner
on the basis of the operating performance of the overseas units to which
each was assigned prior to his respective appointment as a Named Executive
Officer on November 2, 1992. These awards were denominated in the form of
restricted stock units equivalent to shares of the Corporation's Common,
Class E and Class H stocks which vest in three equal installments. A total
of 1,836 Common, 433 Class E and 579 Class H shares were awarded to Mr.
Hughes and a total of 1,285 Common, 303 Class E and 406 Class H shares were
awarded to Mr. Wagoner. These units vest on an installment basis in February
1993, December 1993 and December 1994, and were/will be paid in cash if the
condition precedent of continued service is met. Dividend Equivalents are
paid on all unvested shares. Upon termination without the written consent of
the Incentive and Compensation Committee, all unvested award installments
will be forfeited. At year-end 1993, a total of 612 Common, ($33,584) 144
Class E ($4,212) and 193 Class H ($7,527) shares previously awarded to Mr.
Hughes remained unvested and undelivered and a total of 428 ($23,487)
Common, 101 Class E ($2,954) and 135 Class H ($5,265) shares previously
awarded to Mr. Wagoner remained unvested and undelivered.
(2) There were no long-term payments made related to the 1988-1991, 1989-1992 or
1990-1993 performance periods under the General Motors Performance
Achievement Plans.

15
<PAGE>
<PAGE>
(3) Company contributions under General Motors Saving-Stock Purchase Program.
Under the program, which is open to all eligible salaried employees, an
employee can contribute up to 15% of salary and the Corporation will
contribute an amount equal to 25% of the employee's savings up to 6% of
salary. (The Corporate contribution was 50% of an employee's savings up to
6% of salary from February 1, 1991 to December 31, 1991 and 70% of savings
up to 10% of salary in January 1991.)
</TABLE>

OPTION AND SAR GRANTS IN 1993

The following table shows the options granted to members of the President's
Council on January 11, 1993. These non-qualified stock options are 50%
exercisable one year after date of grant, 100% exercisable two years after the
date of grant and expire ten years and two days from the date of grant. Under
the GM Amended 1987 Stock Incentive Plan approved by stockholders in 1992, stock
appreciation rights (SARs) may no longer be granted.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------- Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock Price
Securities Options Appreciation for Option Term(1)
Underlying Granted to ------------------------------------------------
Options/SARs Employees Exercise Expiration At 0% Annual At 5% Annual At 10% Annual
Name Granted in 1993 Price Date Growth Rate Growth Rate Growth Rate
- ------------------ --------- ------------- ----------- ------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
# of
Shares % $/Share $ $ $

<CAPTION>
$1 2/3 Par Common
Stock Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith,
Jr.............. 120,000 2.17 33.88 1/12/03 -0- 2,557,200 6,480,000
W. E. Hoglund..... 70,000 1.27 33.88 1/12/03 -0- 1,491,700 3,780,000
H. J. Pearce...... 25,000 0.45 33.88 1/12/03 -0- 532,750 1,350,000
L. R. Hughes...... 50,000 0.90 33.88 1/12/03 -0- 1,065,500 2,700,000
G. R. Wagoner,
Jr.............. 50,000 0.90 33.88 1/12/03 -0- 1,065,500 2,700,000
All Stockholders.. N/A N/A N/A N/A -0- 15,314,489,299 38,807,246,286
All Optionees..... 5,526,855 100.00 33.88 - 1/12/03 - -0- 118,158,615 299,276,145
44.00 6/29/03
Optionee Gains as
% of All
Stockholders'
Gain............ -- -- -- -- -- 0.8% 0.8%

<CAPTION>
Class E Stock
Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. J. Pearce...... 13,000 100.00 31.32 1/12/03 -0- 256,100 648,908

<CAPTION>
Class H Stock
Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. J. Pearce...... 16,500 9.39 24.69 1/12/03 -0- 256,245 649,267

<FN>
(1) The dollar amounts under these columns are the results of calculations at
0%, and at the 5% and 10% annual appreciation rates set by the SEC for
illustrative purposes and, therefore, are not intended to forecast future
financial performance or possible future appreciation, if any, in the price
of GM Common Stocks. Stockholders are, therefore, cautioned against drawing
any conclusions from the appreciation data shown, aside from the fact that
optionees will only realize value from this grant if the price of GM Common
Stock appreciates, which would benefit all stockholders commensurately. The
Corporation did not use an alternative formula for grant valuation as it is
not aware of any formula which will determine, with reasonable accuracy, a
present value based on future unknown or volatile factors.
</TABLE>

16
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<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN 1993 AND
OPTION/SAR VALUES AT DECEMBER 31, 1993

The following table provides information as to options exercised by each of
the members of the President's Council in 1993 and the value of options held by
such executives at year-end, measured in terms of the closing prices (Common --
$54.88; Class E -- $29.25; and Class H -- $39.00) of General Motors Common
Stocks on December 31, 1993.

<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/[SARs] at Options/[SARs] at
Dec. 31, 1993 Dec. 31, 1993
Shares
Class of Acquired Value Exercisable/(1) Exercisable/(1)
Name Stock on Exercise Realized Unexercisable Unexercisable
- ------------------ -------------- -------------- ----------- ------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
No. $ No. $
J. F. Smith,
Jr.............. Common 2,940 45,305 199,964 / 160,000 2,914,115 / 3,281,600
[10,284] / [-0-] [213,397] / [-0-]
W. E. Hoglund..... Common -0- -0- 177,200 / 100,000 2,609,243 / 2,031,300
[14,600] / [-0-] [303,032] / [-0-]
H. J. Pearce...... Common 2,940 14,435 52,805 / 32,000 736,443 / 660,260
Class E -0- -0- -0- / 13,000 -0- / -0-
Class H -0- -0- -0- / 16,500 -0- / 236,115
L. R. Hughes...... Common -0- -0- 38,379 / 60,000 536,671 / 1,250,300
G. R. Wagoner,
Jr.............. Common 4,220 72,315 29,290 / 54,500 404,993 / 1,153,748

<FN>
(1) The amounts shown in brackets represent SARs granted in tandem with stock
options. To the extent these SARs are exercised, the related option will be
correspondingly reduced. No SARs were granted to Messrs. Pearce, Hughes or
Wagoner. No SARs have been granted since 1986; further, SARs may no longer
be granted under the General Motors Amended 1987 Stock Incentive Plan.
</TABLE>

LONG-TERM INCENTIVE AWARDS

The following table displays target long-term incentive awards granted to
members of the President's Council in 1993 under the General Motors 1992
Performance Achievement Plan. Assuming that the minimum or threshold performance
level is met, the percentage of the target award eventually paid to participants
depends upon the extent to which the earnings target established for the
three-year performance period is achieved. Final awards may be adjusted to
reflect individual performance over the period. If the threshold performance
level established by the Incentive and Compensation Committee is not met, no
final awards will be paid, as was the case for awards related to the 1988-1991,
1989-1992 and 1990-1993 performance periods.

17
<PAGE>
<PAGE>

<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
---------------------------------------------------------
Performance Below
Period Threshold Threshold Target Maximum
-------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ $ $ $
J. F. Smith, Jr... 1993-1995 -0- 345,000 1,150,000 2,300,000
W. E. Hoglund..... 1993-1995 -0- 195,000 650,000 1,300,000
H. J. Pearce...... 1993-1995 -0- 165,000 550,000 1,100,000
L. R. Hughes...... 1993-1995 -0- 165,000 550,000 1,100,000
G. R. Wagoner, Jr. 1993-1995 -0- 165,000 550,000 1,100,000
</TABLE>

RETIREMENT PROGRAM

The retirement program for General Motors salaried employees in the United
States consists of the General Motors Retirement Program for Salaried Employees,
which is a tax-qualified plan and subject to ERISA, as well as two non-qualified
plans (collectively the "GM Salaried Program"). The contributory portion of the
tax-qualified plan provides defined benefits under a formula based on creditable
years of service and upon the average pensionable remuneration received in the
highest five years out of the final ten years of service, subject to certain
Internal Revenue Code limitations which change from time to time. In addition,
employees receive an annual retirement benefit which is equal to the sum of 100%
of their contributions made after October 1, 1979 and of smaller percentages of
contributions made before that date. If employees do not elect to contribute to
the tax-qualified plan, they are entitled to receive only basic retirement
benefits equal to a flat dollar amount per year of service, essentially
equivalent to the General Motors pension plan for hourly employees. Benefits
under the tax-qualified plan vest after five years of creditable service and are
payable at the normal retirement age of 65 either in the form of a single life
annuity or in a reduced amount, in joint and survivor form.

If executives made the required contributions to the tax-qualified plan,
they may also be eligible to receive the regular form of a supplemental
executive retirement benefit. The sum of the qualified plan benefits and the
regular form of the supplemental executive retirement benefit will provide the
executive with total annual retirement benefits under the GM Salaried Program
that are equal to 2% per year of service times eligible years of credited
service times the average of the highest five years of base salary during the
final ten years of service, less 2% per year of service times the years of
credited service times the maximum annual Social Security benefit payable to a
person retiring at age 65. Table I, on page 19, shows the regular form of the
estimated total annual retirement benefit related to final average base salary
as of December 31, 1993, that would be payable in 12 equal monthly installments
per annum as a single life annuity to executives retiring in 1994 at age 65 (the
benefits shown are based upon maximum Social Security benefits of $13,764
payable to persons retiring in 1994). If the executive elects to receive
benefits in the form of a 60% joint and survivor annuity, the amounts shown
would generally be reduced by from 5% to 7.5%, depending upon the age
differential between spouses.

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<PAGE>
<PAGE>
TABLE I

PROJECTED TOTAL ANNUAL RETIREMENT BENEFITS FROM ALL PARTS OF THE GM SALARIED
PROGRAM
ASSUMING EXECUTIVE QUALIFIES FOR REGULAR SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM BENEFITS(A)
<TABLE>
<CAPTION>
Years of Eligible Contributory Pensionable Service
Highest Five-Year -------------------------------------------------------------------
Average Annual Salary 10 20 30 40 50
- ---------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ $ $ $ $ $
275,000 52,247 104,494 156,742 208,989 261,236
500,000 97,247 194,494 291,742 388,989 486,236
725,000 142,247 284,494 426,742 568,989 711,236
950,000 187,247 374,494 561,742 748,989 936,236
1,175,000 232,247 464,494 696,742 928,989 1,161,236
1,400,000 277,247 554,494 831,742 1,108,989 1,386,236
1,625,000 322,247 644,494 966,742 1,288,989 1,611,236
1,850,000 367,247 734,494 1,101,742 1,468,989 1,836,236
<FN>
(a) The average annual base salary for the highest five years over the last
10-year period and the eligible years of credited service as of December 31,
1993, for each of the members of the President's Council named in the
Summary Compensation Table on page 15 was as follows: William E. Hoglund,
$552,667, 37 years; Louis R. Hughes, $317,083, 25 years; Harry J. Pearce,
$356,917, 13 years; John F. Smith, Jr., $714,917, 33 years; and G. Richard
Wagoner, Jr., $277,500, 16 years. The annual base salaries for the most
recent year(s) considered in the calculation of the averages reported here
are in the Summary Compensation Table on page 15 in the column labeled
"Salary."
</TABLE>
An executive may be eligible to receive the alternative form of the
supplemental executive retirement benefit in lieu of the regular supplemental
executive retirement benefit contingent upon satisfaction of certain criteria
including, but not limited to, refraining from working for any competitor or
otherwise acting in any manner inimical or contrary to the best interests of the
Corporation. The executive will receive the greater of the regular form or the
alternative form of the supplemental executive retirement benefit. The sum of
the qualified plan benefits and the alternative form of the supplemental
executive retirement benefit will provide the executive with total annual
retirement benefits under the GM Salaried Program that are equal to 1.5% per
year of service, times the eligible years of credited service (up to a maximum
of 35 years) times the average of the executive's highest five years of total
direct compensation (i.e., the average of the five highest years of base salary
plus the average of the five highest years of bonus and/or restricted stock
units awarded) out of the last ten years, less 100% of the maximum annual Social
Security benefit payable to a person age 65. Table II, on page 20, shows the
alternative form of the estimated total annual retirement benefit related to
final average total direct compensation as of December 31, 1993, that would be
payable in 12 equal monthly installments per annum as a single life annuity to
executives retiring in 1994 at age 65 (the benefits shown are based upon maximum
Social Security benefits of $13,764 payable to persons retiring in 1994). Again,
the amounts shown would be reduced in the same way as under the regular form if
the executive were to elect joint and survivor benefits.

19
<PAGE>
<PAGE>
TABLE II

PROJECTED TOTAL ANNUAL RETIREMENT BENEFITS FROM ALL PARTS OF THE GM SALARIED
PROGRAM
ASSUMING EXECUTIVE QUALIFIES FOR ALTERNATIVE SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM BENEFITS(A)

<TABLE>
<CAPTION>
Highest Five-Year Years of Eligible Contributory Pensionable Service
Average Annual Total ---------------------------------------------------------------------------------
Direct Compensation 10 15 20 25 30 35
- ---------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ $ $ $ $ $ $
400,000 46,236 76,236 106,236 136,236 166,236 196,236
800,000 106,236 166,236 226,236 286,236 346,236 406,236
1,200,000 166,236 256,236 346,236 436,236 526,236 616,236
1,600,000 226,236 346,236 466,236 586,236 706,236 826,236
2,000,000 286,236 436,236 586,236 736,236 886,236 1,036,236
2,400,000 346,236 526,236 706,236 886,236 1,066,236 1,246,236
2,800,000 406,236 616,236 826,236 1,036,236 1,246,236 1,456,236

<FN>
(a) The average annual total direct compensation (i.e., base salary plus bonus
and/or restricted stock units) for the highest five years over the last
10-year period and the eligible years of credited service as of December 31,
1993 for each of the members of the President's Council named in the Summary
Compensation Table on page 15 was as follows: William E. Hoglund,
$1,052,667, 37 years; Louis R. Hughes, $477,083, 25 years; Harry J. Pearce,
$587,917, 13 years; John F. Smith, Jr., $1,188,917, 33 years; and G. Richard
Wagoner, Jr., $408,500, 16 years. The annual total direct compensation for
the most recent year(s) considered in the calculation of the sum of the
averages of salary and of bonus income, which is reported here as average
annual total direct compensation, will be found in the Summary Compensation
Table on page 15 in the column labeled "Salary" and in the column labeled
"Bonus."
</TABLE>

In addition, 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
supplemental executive retirement benefits for such executives.

The regular or alternative form of the supplemental executive retirement
benefit is provided under a program which is non-qualified for tax purposes and
not pre-funded. Supplemental executive retirement benefits under the regular and
alternative formula can be reduced, or eliminated, for both retirees and active
employees by the Committee and the Board of Directors.

PERFORMANCE PRESENTATION

Set forth below are graphs which compare the cumulative total returns,
including reinvestment of dividends, for each of the three classes of General
Motors common stocks against the cumulative total return of the Standard &
Poor's (S&P) 500 Composite Stock index and respective peer group indices for the
last five fiscal years, assuming investment of $100 in each of the Corporation's
common stocks and each of the respective peer indices noted on January 1, 1989.
For General Motors Common Stock, a peer group index comprised of Ford Motor
Company and Chrysler Corporation has been used. The comparator index used for
Class E Common Stock is the Standard & Poor's Computer Software Index.
Reflecting the diversity of GM Hughes Electronics Corporation's (GMHE) business,
a comparator group index has been developed
20
<PAGE>
<PAGE>
using Value Line industry group data for the following: Auto parts--OEM;
Telecommunications Service; Telecommunications Equipment; Aerospace/Defense; and
Electronics. In constructing the index, a two-stage weighting process was
applied. The data was weighted by market value within each industry group and
second, by the percentage each line represented of GMHE's segment revenue.

The graphs and the related disclosure contained in this section of the
Proxy Statement should not be incorporated by reference into any prior filings
by the Corporation under the Securities Exchange Act of 1934 that incorporated
future filings or portions thereof (including this Proxy Statement or the
Executive Compensation section of this Proxy Statement).

THE CHARTS DISPLAYED BELOW ARE PRESENTED IN ACCORDANCE WITH SEC REQUIREMENTS.
STOCKHOLDERS ARE CAUTIONED AGAINST DRAWING ANY CONCLUSIONS FROM THE DATA
CONTAINED THEREIN, AS PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE. THESE GRAPHS IN NO WAY REFLECT THE CORPORATION'S FORECAST OF FUTURE
FINANCIAL PERFORMANCE.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS COMMON STOCK,
S&P 500 INDEX, FORD AND CHRYSLER

[CHART]

1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 12/31/93
GM Common Stock 100 108 95 83 97 167
S&P 500 100 132 128 166 179 197
Ford and Chrylser 100 89 60 66 122 201

21
<PAGE>
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS CLASS E COMMON STOCK,
S&P 500 INDEX, AND S&P COMPUTER SOFTWARE INDEX

[CHART]

1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 12/31/93
GM Class E
Common Stock 100 124 179 295 312 281
S&P 500 100 132 128 166 179 197
S&P Computer
Software Index 100 122 95 145 172 219

22
<PAGE>
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS CLASS H COMMON STOCK,
S&P 500 INDEX, AND VALUE LINE COMPOSITE INDEX

[CHART]

1/1/89 1/1/90 1/1/91 1/1/92 1/1/93 12/31/93
GM Class H
Common Stock 100 103 74 65 116 180
S&P 500 100 132 128 166 179 197
Value Line
Composite Index 100 109 105 126 147 190

ITEM NO. 2

The By-laws of the Corporation provide that the Audit Committee shall be
composed of directors who are not officers of the Corporation and that the
selection by the Committee of independent public accountants shall be subject to
ratification by the stockholders at the annual meeting. This standing Committee
of the Board reviews the scope and results of the audits, the accounting
principles being applied and the effectiveness of internal controls and, in its
oversight role, assures that management fulfills its responsibilities in the
preparation of the financial statements. During 1993, the Audit Committee was
composed of Mr. Dennis Weatherstone, Chairman, Mrs. Anne L. Armstrong, Messrs.
Paul H. O'Neill and Thomas H. Wyman and Drs. Thomas E. Everhart and Louis W.
Sullivan. The Committee held five meetings in 1993.

23
<PAGE>
<PAGE>
In accordance with the By-laws, the Committee has selected and engaged the
firm of Deloitte & Touche as independent public accountants for the year 1994
and this selection is being presented to the stockholders for ratification.
Representatives of Deloitte & Touche will attend the annual meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to answer questions that may be asked by stockholders.

Deloitte & Touche has audited the Corporation's books annually since 1918,
has offices or affiliates in or convenient to most of the localities in the
United States and foreign countries where the Corporation operates, and is
considered to be well qualified. The firm uses the work and reports of other
independent auditors who have examined the financial statements of subsidiaries
or investments included in the financial statements of the Corporation. Deloitte
& Touche rotates its personnel assigned to the General Motors engagement at
least once every five years, with assignments beyond three years of supervising
partners responsible for the General Motors engagement reviewed and approved in
advance by the Audit Committee. In the event the selection of Deloitte & Touche
as independent public accountants is not ratified by the stockholders, the Audit
Committee will seek other accountants. However, because of the difficulty and
expense of making any change in public accountants so long after the beginning
of the current year, it is likely that the appointment would stand for 1994
unless the Committee found other good reason for making a change.

During the 1993 calendar year, Deloitte & Touche provided GM with extensive
audit and other services. Fees for all services totaled approximately $39.2
million.

THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION, BY THE AUDIT COMMITTEE OF THE CORPORATION, OF DELOITTE & TOUCHE AS
INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE BOOKS, RECORDS AND ACCOUNTS OF THE
CORPORATION AND ITS SUBSIDIARIES FOR THE YEAR 1994. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A DIFFERENT
CHOICE.

ITEM NO. 3

On March 7, 1994, the Board of Directors unanimously adopted a resolution
proposing that Article Fourth of the Certificate of Incorporation be amended to
increase from 1,000,000,000 shares to 2,000,000,000 shares the Common Stock of
the Corporation, par value $1 2/3, which the Corporation is authorized to issue.
The Board directed that the above proposed amendment be submitted to a vote of
holders of all the Corporation's common stocks as well as to a separate vote by
the holders of the Common Stock. If the stockholders approve the amendment
recommended by the Board of Directors, the Certificate of Incorporation will be
amended to provide that the number of shares of Common Stock which the
Corporation is authorized to issue shall be 2,000,000,000.

Of the 1,000,000,000 shares of Common Stock authorized to be issued
under the Corporation's Certificate of Incorporation, 718,652,709 shares were
outstanding and 17,825,000 shares were reserved for conversion of Series A
Conversion Preference Stock into Common Stock as of December 31, 1993. Other
than to meet requirements of various employee benefit and incentive plans of the
Corporation, the Dividend Reinvestment Plan, and conversion of the Series A
Conversion Preference Stock into Common Stock, the Corporation does not have any
present plan, understanding or agreement, to issue additional shares of Common
Stock. However, the Board of Directors believes that the proposed increase in
authorized shares of Common Stock is desirable to enhance the Corporation's
flexibility in connection with possible future actions, such as stock dividends,
stock splits, corporate mergers, acquisitions of property, and the possible
24
<PAGE>
<PAGE>

funding of new businesses, or other corporate purposes. The Board will determine
whether, when and on what terms the issuance of shares of Common Stock may be
warranted in connection with any of the foregoing purposes. It is not
anticipated that the Board of Directors will solicit stockholders for further
authorization before issuing such shares.

As with the issuance of any shares of the Corporation's common stock
other than on a pro-rata basis to all current stockholders, the issuance of
additional shares pursuant to the proposed amendment would reduce the
proportionate interests in the Corporation held by current stockholders.

A vote in favor of the proposed amendment to the Corporation's
Certificate of Incorporation by the holders of a majority of the voting power of
all classes of GM common stock, voting as a group, as well as the holders of a
majority of the voting power of Common Stock, voting separately as a class, is
necessary for adoption of this proposal. If the proposed amendment is adopted by
the stockholders, it will become effective upon executing, acknowledging, filing
and recording a Certificate of Amendment as required by the General Corporation
Law of Delaware. The financial statements of the Corporation, included in its
1993 Annual Report to Stockholders furnished to stockholders in connection with
the distribution of this Proxy Statement, are incorporated herein by reference.

THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSAL TO AMEND ARTICLE
FOURTH OF THE CERTIFICATE OF INCORPORATION. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

ITEM NO. 4

Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, N.W., Washington, DC 20037, owner of 102 shares of Common Stock, 200
shares of Class E Common Stock and 4 shares of Class H Common Stock, has given
notice that she intends to present for action at the annual meeting the
following resolution:

"RESOLVED: `That the shareholders recommend that the Board direct
management that within five days after approval by the shareholders of this
proposal, the management shall publish in newspapers of general circulation
in the cities of New York, Washington, D.C., Detroit, Chicago, San
Francisco, Los Angeles, Dallas, Houston and Miami, and in the Wall Street
Journal and U.S.A. Today, a detailed statement of each contribution made by
the Company, either directly or indirectly, within the immediately
preceding fiscal year, in respect of a political campaign, political party,
referendum or citizens' initiative, or attempts to influence legislation,
specifying the date and amount of each such contribution, and the person or
organization to whom the contribution was made. Subsequent to this initial
disclosure, the management shall cause like data to be included in each
succeeding report to shareholders.' `And if no such disbursements were
made, to have that fact publicized in the same manner.' "

The following statement was submitted in support of such resolution:

"REASONS: `This proposal, if adopted, would require the management to
advise the shareholders how many corporate dollars are being spent for
political purposes and to specify what political causes the management
seeks to promote with those funds. It is therefore no more than a
requirement that the shareholders be given a more detailed accounting of
these special purpose expenditures that they now receive. These political
contributions are made with dollars that belong to the shareholders as a
group and they are entitled to know how they are being spent.'

25
<PAGE>
<PAGE>

If you AGREE, please mark your proxy FOR this resolution.' "

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

The Board of Directors believes that this proposal is unnecessary and would
serve no useful purpose.

In the U.S., laws prohibit corporations from making political contributions
to candidates for Federal office. Furthermore, General Motors has a
long-standing policy against the use of Corporation funds, facilities or other
property for the support of any Federal, state or local political candidate or
political party.

While the Corporation may on occasion make contributions in support of or
in opposition to certain non-partisan ballot measures, initiatives, or
referenda, such contributions are infrequent and made only after careful
management review has determined that such actions would be both legal and in
connection with a matter that importantly affects the Corporation in the
communities in which GM operates. As to expenditures in respect of efforts to
influence legislation, General Motors believes that it is in the best interests
of the Corporation, as well as its stockholders and employees, to express its
views on legislative and other government actions in areas such as energy use,
taxes and emission standards and other areas of vital concern to the
Corporation's business worldwide. Through testimony by officers or by expert
witnesses, as well as by correspondence and through meetings with government
officials, General Motors openly comments upon its positions with respect to
various legislative and regulatory matters. The Corporation does not incur any
expenses beyond those made in support of these normal business activities.

Certain of the Corporation's U.S. employees contribute to individual
candidates and political parties through the Civic Involvement Program/General
Motors--a corporate political action committee which solicits and distributes
such voluntary contributions. Participation in the Program is a matter of
individual choice, and contributions are sent to an independent agency to ensure
confidentiality of the individuals' decisions regarding participation. As
permitted by law, GM provides administrative support for this activity but makes
no contributions itself. As a matter of information, all contributions from the
Civic Involvement Program/General Motors are a matter of public record.

THE BOARD OF DIRECTORS FAVORS 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
Mr. John J. Gilbert and the estate of Lewis D. Gilbert, 29 East 64th
Street, New York, NY 10021-7043, each the owner of record of 100 shares of
Common Stock, 40 shares of Class E Common Stock and 10 shares of Class H Common
Stock, and additional family ownership of 200 shares of Common Stock, Margaret
R. Gilbert and John J. Gilbert, trustees under the will of Samuel Rosenthal,
owners of 200 shares of Common Stock, together with Mr. John C. Henry, 5 East
93rd Street, New York, NY 10028, who is the owner of 1,148 shares of Common
Stock, 224 shares of Class E Common Stock and 200 shares of Class H Common
Stock, have given notice that they intend to present for action at the annual
meeting the following resolution:

"RESOLVED: That the stockholders of General Motors Corporation, assembled
in annual meeting in person and by proxy, hereby request the Board of
Directors to take the steps necessary to provide for cumulative voting in
the

26
<PAGE>
<PAGE>
election of directors, which means each stockholder shall be entitled to as
many votes as shall equal the number of shares he or she owns multiplied by
the number of directors to be elected, and he or she may cast all of such
votes for a single candidate, or any two or more of them as he or she may
see fit."

The following statement was submitted in support of such resolution:

"REASONS

"At the last annual meeting 23.3%, 92,470 owners of 118,563,113
shares, were cast in favor of this proposal. Against included 87,731
unmarked proxies.

"Mr. Smale is to be complimented on conducting a fine meeting, as well
as the stenographic record, which should have been mentioned as being
available in the sketchy remarks on the meeting, showing the voting for and
against and not the number of shareholders actually voting for and against
resolutions.

"Cumulative voting is important to get a director on the board to see
the post-meeting report is improved to include the number of shareholders
voting for and against resolutions. Owners are entitled to know what takes
place at the annual meeting.

"A law in California provides that all state pension holding, as well
as state college funds, invested in shares, must be voted in favor of
cumulative voting proposals, showing increasing recognition of the
importance of this democratic means of electing directors.

"The National Bank Act has provided for cumulative voting.
Unfortunately, in so many cases companies get around it by forming holding
companies without cumulative voting. Thus, with so many banking failures
the result is that tax payers have to make up the losses. Banking
authorities have the right to question the capability of directors to be on
banking boards. Unfortunately, in so many cases authorities come in after
and say the director or directors were not qualified. So there is no reason
why this could not be done for corporations under the SEC and banking
authorities.

"Because of the normal need to find new directors and the need for
directors on the compensation committee, we think cumulative voting is the
answer. In addition, some recommendations have been made to carry out the
Valdez 10 points. In our opinion, the 11th should be to have cumulative
voting and to end the stagger system of electing directors.

"Many successful corporations have cumulative voting. For example,
Pennzoil having cumulative voting defeated Texaco in that famous case.
Another example is Ingersoll-Rand, which has cumulative voting and won two
awards. In FORTUNE magazine it was ranked second as `America's Most Admired
Corporations' and the WALL STREET TRANSCRIPT noted `on almost any criteria
used to evaluate management, Ingersoll-Rand excels.' We believe General
Motors should follow their example.

"Please mark your proxy for this resolution."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

A similar proposal was disapproved by stockholders at the 1993 meeting and
on nine other occasions. Twelve of GM's 14 Board members are independent
non-employee directors and are all nominated for the Board by GM's Committee on
Director Affairs which consists entirely of outside independent directors. This
guarantees the continued
27
<PAGE>
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independence of the Board, which has the responsibility to represent all of the
stockholders. The cohesive actions of this Board are self evident. The Board of
Directors believes that for it to continue to be effective, each member must
feel a responsibility to represent all the stockholders. From this perspective,
cumulative voting is undesirable since directors so elected might be principally
concerned about representing and acting in the interest of special groups of
stockholders rather than the interests of all stockholders. Cumulative voting
also introduces the possibility of partisanship among Board members that could
impair their ability to work together, a requirement essential to the effective
functioning of any board of directors.

At General Motors all of our stockholders are minority owners, albeit some
with more extensive holdings than others. The Board does not believe that some
minority of stockholders should be advantaged--or disadvantaged-- compared with
all other stockholders. In other words, all stockholders are, and should be,
equally represented. Although there have been efforts by some minority
stockholders to have corporations adopt cumulative voting, the trend is in the
opposite direction. Many companies over the years eliminated cumulative voting.
Overall, its presence has declined. The State of California considered most
protective of stockholder interests, amended its state laws to permit the repeal
of cumulative voting in 1989. In arguing for the change, the Corporation's
Committee of the California State Bar's Business Law Section supported this
change. It said:

"While a healthy diversity of opinion and experience as
represented by independent directors, is desirable, factionalism
is not appropriate in the board's essential executive function.
The principal objective of a business enterprise should be profit
and gain for its shareholders, not political accommodation of
competing interests . . . Practical experience has shown that
effective management of a corporation requires candor and
consensus in the Boardroom, (not) rancor and contention."

No reason is given, and the Board of Directors knows of none, why the
present method of voting should not continue to work as successfully in the
future as it has in the past.

THE BOARD OF DIRECTORS FAVORS 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

The Sisters of the Order of Saint Dominic, 2025 East Fulton Street, Grand
Rapids, MI 49503-3895, owners of 2,500 shares of Common Stock, the Sisters of
Charity of Saint Vincent de Paul, 6301 Riverdale Avenue, Bronx, NY 10471, owners
of 10,700 shares of Common Stock, the Congregation of the Passion, Holy Cross
Province, 5700 N. Harlem Avenue, Chicago, IL 60631-2342, owners of 2,000 shares
of Common Stock, the Retirement Plans for the Employees of the Sisters of Mercy
Regional Community of Detroit, 34605 Twelve Mile Road, Farmington Hills, MI
48331-3221, owners of 38,800 shares of Common Stock, School Sisters of Notre
Dame Cooperative Investment Fund, 3753 West Pine Blvd., St. Louis, MO
63108-3305, owners of 41 shares of Common Stock, School Sisters of Notre Dame of
St. Louis, 320 East Ripa Avenue, St. Louis, MO 63125-2897, owners of 4,100
shares of Common Stock, the Daughters of the Holy Spirit, 72 Church Street,
Putnam, CT 06260, owners of 280 shares of Common Stock, Pension Fund of the
Christian Church, 200 Barrister Building, 155 East Market Street, Indianapolis,
IN 46204, owner of 43,100 shares of Common Stock, the Missionary Oblates of Mary
Immaculate, 159 Moore St., Lowell, MA 01852, owners of 300 shares of Common
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Stock, the Dominican Sisters of the Sick Poor, Mariandale, Box 1200, Ossining,
NY 10562, owners of 43 shares of Common Stock, the Reformed Church in America,
18th floor, 475 Riverside Drive, New York, NY 10115, owners of 1,000 shares of
Common Stock, the Loretto Literary and Benevolent Institution, Loretto
Motherhouse, Nerinx, KY 40049, owners of 8,148 shares of Common Stock, and the
Christian Church Foundation, 222 South Downey Avenue, P.O. Box 1986,
Indianapolis, IN 46206, owners of 4,000 shares of Common Stock, have given
notice that they intend to present for action at the annual meeting the
following resolution:

"WHEREAS the wars in Somalia and Bosnia-Hercegovina focus world attention
on the bitterness and horror of modern war and fears of mass
destruction of people and their whole way of life.

"WHEREAS during the 1991 Persian gulf war, United States/Allied Forces
faced state-of-the-art weapons in Kuwait and Iraq, most of which
were not produced by Iraq. Public attention has been drawn to the
more than sixty U.S. corporations who were members of the United
States-Iraq Business Forum as of July 1990 and the forty U.S.
corporations known to have helped transform Iraq's strategic
weapons program between 1970 and 1990.

"WHEREAS Business Executives for National Security urges `a company, when
confronting an export opportunity which may be linked to weapons
proliferation, to ask itself not only 'Is it legal?' but 'Is it
right?' '

"WHEREAS among corporations licensed to export military equipment in
FY1992, General Motors ranked 6 with sales in excess of $305
million.

"RESOLVED the shareholders request the Board of Directors to provide a
comprehensive report on General Motor's foreign military sales.
The report should be available to all shareholders within six
months of the 1994 annual meeting, may omit classified and
proprietary information and be prepared at reasonable cost."

The following statement was submitted in support of such resolution:

"SUPPORTING STATEMENT

"Global security is not just security of territory, it is security of people. It
is not just security through weapons, it is security through jobs, human
development, environmental sustainability. We believe the most significant
obstacle to genuine global security is the amount of money nations of the world
spend on weapons. This figure is currently over $1 trillion annually.

"Given unchecked sales of state-of-the-art weaponry and the number of regional
wars, it is reasonable to ask how our Company operates in this arena. We hope
the report will include:

"1. Criteria used to promote foreign military sales.

"2. Procedures used to negotiate sales directly with foreign
governments or through the U.S. government. For example, how is it
determined what weapons are direct commercial arms sales and what
must be negotiated by the U.S. government through the Pentagon?
What percentage is commercial arms sales and what is foreign
military sales?
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"3. Categories of military equipment exported for the past three
years, with as much statistical information as is permissible;
contracts for servicing/maintaining equipment; and licensing
and/or co-production with foreign governments.

"Frankly, the resolution proponents are appalled by military industry calls for
a $5,000,000,000 loan guarantee for foreign military sales to poor nations
because ultimately the U.S. will pay for foreign wars while further degrading
the U.S. industrial base. We are equally disturbed at industry's claims and
lobbying efforts asserting the only way to keep jobs is to promote foreign
military sales. We believe such statements are contradictory in light of
co-production agreements and transfer of technology to foreign companies. Such
contracts with foreign companies/governments have strong implications for U.S.
workers during this time of accelerated down-sizing of our workforce.

"If you agree, please support this resolution by voting YES."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

GM sells military equipment and services only in full compliance with the
stringent United States regulations that control where products can be sold
overseas and what products may be exported. GM has in place procedures to ensure
that foreign military sales are made in strict compliance with all applicable
United States laws and regulations. In fact, a majority of GM's military sales
are actually sales to the United States Government, which then sells the
products to foreign concerns.

Most of the information requested by the stockholders, such as contract
terms and sales procedures, is business sensitive. Disclosure of this
information would disadvantage GM against its competitors.

The Board of Directors believes that the proposed detailed and
comprehensive report would only be of limited use to the great majority of the
Company's stockholders. However, if enacted, this proposal would entail
substantial alterations to the current reporting system which would adversely
impact efforts toward cost containment.

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER'S PROPOSAL,
ITEM NO. 6. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

ITEM NO. 7

Mark J. Seidenberg, 66A N. Bedford Street, Arlington, VA 22201, owner of 60
shares of Common Stock and 2 shares of Class H Common Stock, has given notice
that he intends to present for action at the annual meeting the following
resolution:

"The stockowners hereby recommend that the Board of Directors adopt the
following policies for all dealings with China and the former Soviet Union:

"1. Goods or services produced in whole or part by slave or forced labor
shall not be acceptable for delivery to the corporation, its subsidiaries,
affiliates, or joint ventures. A suitable certificate of origin shall be
required.

"2. Goods provided by the corporation, its subsidiaries, affiliates, or
joint ventures shall not be sold to or otherwise provided to any facility
utilizing slave or forced labor. A suitable certificate of use shall be
required.

"3. The right of on-site inspection to determine the existence of slave or
forced labor shall be vigorously pursued.

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"4. The corporation shall cooperate promptly, energetically, and fully with
the United States government and any international organization in their laws or
policies to discourage the use of slave or forced labor.

"For purposes of this resolution, the term "former Soviet Union" shall mean
the countries of, and any combination thereof, Russia, Ukraine, Kazakhstan,
Georgia, Armenia, Azerbaijan, Uzbekistan, Belarus (Byelorussia), Kyrgyzstan
(Kirghizia), Moldova (Moldavia), Tajikistan (Tadzhikistan), and Turkmenistan
(Turkmenia)."

The following statement was submitted in support of such resolution:

"Supporting Statement:

"Slave and forced labor is utterly repugnant to Americans. Our Civil War
resulted in outlawing this heinous practice. A statute forbids importing of any
goods made in whole or part by forced labor.

"Nevertheless, slave and forced labor are widespread in China and the
former Soviet Union. China's laogai camps and factories include about 20,000,000
slave and forced laborers, and the gulags of the former Soviet Union have about
4,000,000.

"These slave and forced labor facilities produce a wide range of products,
including sophisticated machinery and electronics, and much of it is intended
for export.

"GM has multi-billion dollar deals with China and the former Soviet Union.
A $100 million joint venture with China's Jinbei GM Automotive Company expects
production of 50,000 S-10 trucks per year. GM Hughes intends to provide China
with satellites, satellite-communications networks, residential-cellular
telephones, direct-broadcast television, airport traffic control systems, and
other airport services. In the former Soviet Union, GM's plans include $1
billion worth of deals for auto parts for the Volga Automobile Works.

"U.S. law does not cover the billions of dollars of GM activities overseas
for use or sale overseas. It also does not prohibit the sale of goods to slave
labor facilities overseas.

"For the 1993 annual meeting, GM's board in its proxy statement talked all
around the subject of slave labor, but never even mentioned it by name. Over
28,000,000 shares were voted for this resolution--a good showing, but more is
needed to win this year.

"I think GM can do without slave labor. If you can imagine any convincing
argument against this policy, I can't. But, believe me, GM's board will think of
something. I urge you to read the board's position and decide for yourself."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

General Motors opposes the use of slave or forced labor and does not
knowingly enter into agreements with parties who use such practices. As
confirmation of this position, in 1993, GM Worldwide Purchasing adopted a policy
of declining to purchase goods produced with forced labor--thereby addressing
the principal concern of this proposal, which is the purchase of goods from
entities using slave labor in the People's Republic of China and the former
Soviet Union.

Compliance procedures are in place supporting this policy. For example,
through its supplier development process, Worldwide Purchasing representatives
normally visit the productive facilities of potential suppliers. At this time,
the GM representatives have the opportunity to observe the workforce and
interview management. Any observations on GM's
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part or responses by supplier management that indicate the possible use of
forced labor will prompt further review of the relationship. Further, GM
requests for quotes and purchase orders now include a clause, for any goods to
be imported into the U.S. by GM or GM-controlled affiliates, that the seller
represents that goods purchased under this order were not produced with forced
labor (as defined in 19 U.S.C. 1307) either by the seller or the seller's
suppliers. The clause also contains an indemnification by the seller against any
liability the buyer may incur if this representation is incorrect. Finally, the
Customs Section of the GM Tax Staff monitors publications by the U.S. Customs
Service which may identify companies using forced labor and, coordinating with
Worldwide Purchasing, will determine if any GM suppliers are so identified. If
so, Worldwide Purchasing will proceed to take appropriate action, including
terminating any current orders with such suppliers on the basis of breach of the
above representation unless immediate remedial action, to GM's satisfaction, is
taken. Because of the new policy and related procedures, the Board of Directors
does not consider it necessary or effective to adopt further policies to address
this issue.

As a broader issue, given the global society in which GM operates, the
Board of Directors also believes international business and trade dealings in
compliance with relevant laws can provide an avenue of growth and prosperity for
the Corporation. Furthermore, business dealings in the People's Republic of
China and the former Soviet Union, by GM and other U.S. corporations can have a
positive impact on the well being of the people of those countries.

THE BOARD OF DIRECTORS FAVORS 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.

ITEM NO. 8

Mercy Consolidated Assets Management Program, 20 Washington Square North,
New York, NY 10011, owners of 100 shares of Common Stock, the Benedictine
Sisters, 3120 W. Ashby, San Antonio, TX 78228, owners of 170 shares of Common
Stock, the Sisters of Providence, St. Mary-of-the-Woods, IN 47876, owners of
6,000 shares and the Immaculate Heart Missions, 4651 North 25th Street,
Arlington, VA 22207, owners of 100 shares of Common Stock, have given notice
that they intend to present at the annual meeting the following resolution:

"GENERAL MOTORS

"WHEREAS international trade has a significant impact on the environment
and on people's ability to meet basic needs;

"WHEREAS the socially-concerned proponents of this resolution have pursued
implementation of environmental standards and socially
responsible conduct in the maquiladora workplace for more than
five years and firmly believe there is a need for strict,
enforceable standards of conduct for corporations operating in
Canada, Mexico and the United States;

"WHEREAS in the past years, over twenty U.S. corporations have been urged
to adopt standards of conduct relative to their maquiladora
operations in Mexico. These standards address:

* Responsible practices for handling hazardous waste and
protecting the environment: Corporations must be guided by the
principle that they will follow regulations setting forth high
standards of environmental protection and secure the best
possible protection of the environment.

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* Health and safety practices: Corporations must be guided by the
principle that they will follow regulations setting forth high
standards of occupational safety and health.

* Fair employment practices and standard of living: Corporations
must respect workers' basic rights and human dignity.

* Community impact: Corporations must recognize social
responsibility to communities in which they locate facilities
and promote community economic development and improvements in
quality of life.

"WHEREAS the United Nations Declaration of Human Rights states everyone
has the right to "just and favorable conditions of work,"
"protection against unemployment," "equal pay for equal work,"
"just and favorable remuneration ensuring . . . an existence
worthy of human dignity," and "join trade unions," (Article 23)
"rest and leisure, including reasonable limitation of working
hours," (Article 24) "a standard of living adequate for health
and well being." (Article 25)

"WHEREAS debate in the U.S., Canada and Mexico about the North American
Free Trade Agreement (NAFTA) exposed major problems with the
maquiladora industry. These include severe environmental problems
resulting from corporate irresponsibility, major workplace
hazards and wages at such low levels as to be inadequate to feed
an employee's family. U.S. officials responded by drafting side
agreements on labor and the environment. We urge official
corporate policy to correct past problems and chart a new course
for the future.

"THEREFORE BE IT RESOLVED the shareholders request the Board of Directors to
institute as official corporate policy that as our company continues or expands
its business in Mexico, it will evaluate the environmental and human rights
context in which we operate. The policy should include:

"1. Prepare a publicly available plan explaining how we will improve
work conditions, health benefits, vocational training and salaries
to economically and socially responsible levels.

"2. Disclose policies to prevent environmental harm, repair damaged
environment where corporate practices may have caused destruction
and prevent cross border dumping of toxic wastes.

"3. Publish plans and progress in supporting infrastructure needs and
community economic development.

"4. Support the establishment of a council, with equal representation
from Canada, Mexico and the United States, to monitor progress in
raising the standards of labor, health and environmental to meet
goals for sustainable economic development."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

General Motors is concerned about the environment and the well-being of its
employees and their communities not only in Canada, Mexico and the United States
but everywhere that GM has a presence. The 1994 Public Interest Report will
provide information about GM policies and practices in the areas of
environmental matters, employment, and community interests, in Mexico and around
the world. In addition, GM for the first time this year will have an
Environmental Report that will discuss in detail environmental initiatives and
challenges for U.S. automotive operations.
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The Environmental Report reflects GM's commitment to increased public
accountability in this area as evidenced by the recent mutual endorsement of the
CERES (Coalition for Environmentally Responsible Economies) Principles and the
GM Environmental Principles. As discussed with CERES, information on activities
in Mexico, Canada, and other international operations and subsidiaries will be
phased-into this report over time.

The stockholder resolution requests that GM institute an official corporate
policy for evaluation of environmental and human rights context in Mexico. The
GM Environmental Principles apply worldwide and, therefore, GM already has such
a policy to address environmental issues on an international basis. GM policies
and practices regarding safe and healthful working conditions also apply to
maquiladora plants. Further, most GM employees in the maquiladora plants are
represented by recognized Mexican labor unions. These unions negotiate with
management regarding wages, benefits and working conditions, as is the case in
the U.S., Canada and many other countries where GM operates.

With the passage of the North American Free Trade Agreement (NAFTA) and
side agreements addressing labor and environmental issues, GM continues to do
its part as a responsible corporate citizen to address these important issues.

The Board of Directors believes that General Motors' continued
participation and investment in Mexico is necessary for the best interests of GM
stockholders and employees. GM recognizes its corporate responsibilities to
address labor and environmental issues associated with its activities in all
countries, including Mexico, and therefore, a specific official corporate policy
as outlined in the resolution for Mexico is not necessary and is inappropriate.

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 8. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

ITEM NO. 9

Rudolf F. and Elsa Frueh, 437 W. Greenfield Avenue, Lombard, IL 60148,
owners of 300 shares of Common Stock, 56 shares of Class E Common Stock and 14
shares of Class H Common Stock, have given notice that they intend to present
for action at the annual meeting the following resolution:

"RESOLVED: That the Board of Directors be advised to place the annual upper
Salary limit for any officer of the General Motors Corporation, including,
but not limited to the C.E.O. and/or C.O.O. at 100 (one hundred) times the
lowest hourly wage paid by the General Motors Corporation anywhere in the
world, multiplied by 2,000 (two thousand). Also, it is recommended that the
Board of Directors consider not to allot any Performance Achievement Awards
to any unclassified Officer of the Corporation as long as the profitability
of the Corporation was achieved by, among other things, a reduction of
employees that are, subsequently, eligible for Unemployment Compensation."

The following statement was submitted in support of such resolution:

"REASONS: To relinquish a Performance Achievement Award in critical times,
when it is deemed necessary to ask the employees of General Motors and the
general population of the U.S.A. (through their contributions to the
Unemployment Insurances) to help shoulder the burden by placing people on
the unemployment rolls, will show the willingness of our top echelon to
partake in the hardships that they ask others to bear for the sake of the
Corporation.

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"The plant closings that have been initiated in the last decade by Roger B.
Smith have led to a significant reduction in the tangible bookvalue of the
common stock. From $46.93 in '88 to $1.98 at the end of '92. The dividend
for the common stock has eroded from $3.00 per share to $0.80 per share and
this is on borrowed money. While this very tangible loss was taking place,
Roger B. Smith received record Salaries and Bonuses. Mr. Roger B. Smith and
the Board of Directors through their collective actions are therefore
responsible for the huge losses the Corporation and the Stockholders
suffered and, for a substantial part, for the recession in this country. It
shall be noted here that Mr. Roger B. Smith is still milking the
Corporation through his outrageously oversized pension and the double
dipping he accomplishes by being a member of the Corporate Advisory
Council.

"We anticipate that the Board of Directors will favor a vote against this
proposal because they will claim that we cannot attract worldclass people
without the promise of untold riches. Balderdash, there are plenty of good,
worldclass people working at General Motors Corporation that are also
General Motors Devotees and some of them are certainly able to lead this
Corporation. As the Lopez Affair has so vividly demonstrated--only a
prostitute goes with the highest bidder, should we get a highly paid
officer who threatens to quit unless he/she gets more money, we say let the
whore go.

"Please vote your proxy FOR this proposal."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

General Motors' executive compensation policies and practices are
thoroughly explained in the Incentive and Compensation Committee's report
beginning on page 9. The Committee believes that capping executive salaries on
the basis of an arbitrary formula would be contrary to GM's underlying
compensation philosophy and, therefore, not in the best interests of
stockholders. Importantly, this approach would inhibit the Committee's ability
to make meaningful distinctions between executives based on individual
performance. It is also inequitable, as it penalizes those who, because of their
record of performance and contribution to the success of the business, have been
given significant responsibilities and asked to take on a senior leadership role
in managing the Corporation. Further, like most multinational industrial
companies, it has been the Corporation's long-standing practice to maintain a
total compensation structure that is country-competitive. In addition, given
that a meaningful portion of each GM senior executive's total compensation is
already at-risk and earned only when specific performance criteria have been
met, to arbitrarily reduce the fixed, or base salary, portion below a minimally
competitive level would likely result in the loss of a number of highly talented
executives. In sum, the adoption of this proposal would compromise the
effectiveness and value of GM's pay-for-performance approach and be detrimental
to GM's stockholders.

The payout of Performance Achievement Plan (PAP) awards is contingent on
the achievement of a pre-determined consolidated net income target over a
three-year performance period. No awards are paid unless a threshold level of
performance is achieved, as evidenced by the fact that the 1988-91, 1989-92 and
1990-93 PAP target awards did not generate a payout. More closely aligning
manufacturing capacity and employment levels with long-term market demand has
been a critical and necessary step in ensuring the Corporation's future success.

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 9. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

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ITEM NO. 10

Mr. Nick Rossi, P.O. Box 249, Boonville, CA 95415, owner of 600 shares of
Common Stock, has given notice that he intends to present for action at the
annual meeting the following resolution:

"Resolved, that the stockholders of General Motors recommend that the board
of directors adopt the following policy: As relates to the future
contracts, the Chief Executive Officer's total compensation will be
determined as follows: The C.E.O.'s beginning total compensation will be 25
times more than the average General Motors employee's 1993 annual wages or
salary. The C.E.O.'s total compensation will go up or down in direct
proportions to the company's performance. To be determined as follows: One
half of the compensation shall go up or down gauged against the ten year
average earnings per common share (adjusted for stock splits) from 1983 to
1992. The remaining one half shall go up or down gauged against the ten
year average dividends per common share (adjusted for stock splits) from
1983 to 1992."

The following statement was submitted in support of such resolution:

"This proposal brings back to General Motors and Corporate America the
Great American Tradition of being paid for what one accomplishes. The
secretary. the assembly line workers, the engineers all get paid for how
well they do their job. The only one exempt is the top man, the CEO.

"How does this happen? The CEO, with his power, picks those to serve on the
Board of Directors, and then the Board of Directors picks the next CEO when
the present one retires. A self-perpetuation club.

"That is not how it is supposed to be, but that is the way it is. Unless
the company literally goes broke, they do not rock the boat. Let us go back
to Rodger Smith's stewardship. Under him, G.M. lost some ten percent of
their market share.

"Under him, your dividend went from $3.00 in 1990 to it's present 80 cents,
and has not come back. It took General Motors years and years to build the
faith it's customers had in G.M. products over the last fifteen years. G.M.
has had some bad products, bad paint jobs, transmissions that went bad
early, the diesel vehicles, and others. Rather than admit they had erred
and taken care of these problems, G.M. tried to wiggle out of these goofs.
It probably cost more money to wiggle out of their mistakes than it would
have cost to fix them.

"The real loss, of course, was the loss of confidence in G.M. The loss of
millions of customers, and loss of millions of sales of G.M. vehicles. One
truly dissatisfied customer can cause the loss of many sales, just as one
satisfied customer can help make many sales.

"Why do we have only the CEO compensation on this proposal? It is his
leadership that makes or breaks a company. You can bet anyone below the CEO
will be paid accordingly. One man--Rodger Smith caused this debacle. It is
human to make mistakes, but do not reward mistakes. Rather than suffer like
the rest of us shareholders when they lowered the dividend. he was given
raises. When he retired the board gave him two million dollars retirement
instead of the one million he was supposed to get.

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"This proposal may not be perfect, but it has to be passed. Flaws can be
corrected later if there are any. Management will fight this proposal
vigorously. It makes them accountable for their performance. Management's
philosophy is: Employees should be paid according to their
performance--except us."

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:

Under GM's program, all components of an executive's compensation are
awarded on the basis of the attainment of specific measurable results which will
benefit stockholders in both the short-and long-term. The Corporation's
commitment to this philosophy is evidenced by the fact that Corporate annual
incentive awards have not been granted since 1989 and the last three Performance
Achievement Plan grants have not generated a payout. Maintenance of this pay-
for-performance philosophy necessitates that the Committee have the flexibility
to link the payout of both annual and long-term incentives to the accomplishment
of key strategic goals which are best measured in broader terms than ten-year
average earnings per share or average dividends per share. Adoption of the
proposed approach to incentives would remove the Committee's flexibility to
recognize accomplishments by the CEO which, while critical to ensuring the
Corporation creates value for its stockholders over the long-term, may not
produce immediate improvement in the ten-year average earnings or dividend
levels.

THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER'S PROPOSAL,
ITEM NO. 10. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

EXPENSES OF SOLICITATION

The cost of this solicitation of proxies will be borne by the Corporation.
General Motors will solicit proxies by mail and the directors, officers and
employees of GM may also solicit proxies by telephone, telegram or personal
contact. These persons will receive no additional compensation for such
services. In addition, General Motors has retained Morrow & Co., Inc. to assist
in soliciting proxies for a fee of up to $50,000, plus reasonable out-of-pocket
expenses. The Corporation will reimburse brokers and other stockholders of
record for their expenses in forwarding proxy material to beneficial owners.

OTHER MATTERS

The enclosed proxy confers upon the person or persons entitled to vote the
shares represented thereby discretionary authority to vote such shares in
accordance with their best judgment with respect to all matters which may come
before the meeting in addition to the scheduled items of business, including any
stockholder proposal omitted from the Proxy Statement and form of proxy pursuant
to the Proxy Rules of the Securities and Exchange Commission and matters
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incident to the conduct of the meeting. At the time this Proxy Statement went to
press, the Board of Directors did not know of any other matter which may
properly be presented for action at the meeting, but the enclosed proxy confers
the same discretionary authority with respect to any such other matter.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
ON THE ENCLOSED PROXY. HOWEVER, IT IS NOT NECESSARY TO MARK ANY BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS; MERELY
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS
BEEN PROVIDED. THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THE ENCLOSED PROXY. YOUR PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION
IS APPRECIATED.

By order of the Board of Directors,

April 11, 1994 SHARLENE A. VICKERY, Secretary

38
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<TABLE>
<S> <C>
RESULTS OF THE ANNUAL MEETING
The results of the voting at the annual
meeting will be made available to all
stockholders. Any stockholder desiring a
transcript of the meeting may obtain it by
writing to General Motors Corporation, Room
11-243, General Motors Building, Detroit,
Michigan 48202.
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
1994 ENVIRONMENTAL REPORT 1994 PUBLIC INTEREST REPORT
Any stockholder desiring a Any stockholder desiring a copy of
copy of the 1994 General the 1994 General Motors Public Interest
Motors Environmental Report Report may obtain it by writing to General
may obtain it by writing to Motors Corporation, Room 11-243, General
General Motors Corporation, Motors Building, Detroit, Michigan 48202.
Environmental and Energy Staff Available after June 1, 1994, this report
Communications, 12th Floor, provides information on GM's continued
General Motors Building, progress and determination to stay abreast of
Detroit, Michigan 48202. This and be a significant factor in the changes
report provides information on taking place in today's society. Copies of
the environmental aspects of this report will be available at the annual
GM's products and operations. meeting of stockholders.
Copies of this report will be
available at the annual
meeting of stockholders.
</TABLE>
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LITHO IN U.S.A.
<PAGE>
<PAGE>
[GM LOGO]
IMPORTANT!
Stockholders are encouraged to specify their
choices by marking the appropriate boxes on
the enclosed proxy. However, it is not
necessary to mark any boxes if you wish to
vote in accordance with the Board of
Directors' recommendations; merely sign, date
and return the proxy in the enclosed
envelope, postage for which has been
provided. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THE
ENCLOSED PROXY.

[RECYCLE LOGO]

Printed on recycled paper to
protect the environment
<PAGE>
<PAGE>

GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD

PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
L. CALHOUN ALLEN EXPOSITION HALL (EXPO HALL), SHREVEPORT, LOUISIANA
FRIDAY, MAY 20, 1994, 8:30 A.M. LOCAL TIME

The undersigned authorizes John F. Smith, Jr., William E. Hoglund and G.
Richard Wagoner, Jr., and each of them as the Proxy Committee, to vote the
COMMON STOCK, CLASS E COMMON STOCK AND CLASS H COMMON STOCK of the undersigned
upon the nominees for Director (A. L. Armstrong, J. H. Bryan, T. E. Everhart, C.
T. Fisher, III, W. E. Hoglund, J. W. Marriott, Jr., A. D. McLaughlin, P. H.
O'Neill, E. T. Pratt, Jr., J. G. Smale, J. F. Smith, Jr., L. W. Sullivan, D.
Weatherstone, T. H. Wyman), upon the other Items shown on the reverse side,
which are described and page referenced in the Table of Contents (page i) to the
Proxy Statement, and upon all other matters which may come before the 1994
Annual Meeting of Stockholders of General Motors Corporation, or any adjournment
thereof.

This card also provides voting instructions for shares held in the various
employee savings/incentive plans of General Motors and its subsidiaries as
described in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL CARDS
YOU RECEIVE.

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. YOUR
SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS PROXY/VOTING
INSTRUCTION CARD.

SEE REVERSE
SIDE
1
<PAGE>
<PAGE>

PLEASE MARK YOUR
/X/ VOTE WITH AN X. 0109

THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEMS 1-3 AND 'AGAINST'
ITEMS 4-10

This proxy/voting instruction card will be voted 'FOR'
Items 1-3 if no choice is specified.

<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of / / / / 2. Ratify / / / / / /
Directors selection of
Independent
Accountants

For, except vote withheld from the 3. Amend Certificate / / / / / /
following nominee(s): of Incorporation to
increase authorized
- ----------------------------------- $1 2/3 Common Stock

If you would like to attend the Annual Meeting / /
in Shreveport, Louisiana, please state the
number of tickets needed (limited to
immediate family) in this box
</TABLE>

THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF
COMMON STOCK, CLASS E COMMON STOCK AND CLASS H COMMON STOCK.

This proxy/voting instruction card will be voted
'AGAINST' Items 4-10 if no choice is specified.

FOR AGAINST ABSTAIN

4. Stockholder / / / / / /
proposal on
political
contributions

5. Stockholder / / / / / /
proposal on
cumulative voting

6. Stockholder / / / / / /
proposal on
foreign military
sales

7. Stockholder / / / / / /
proposal on
dealings with
China and former
Soviet Union

8. Stockholder / / / / / /
proposal on
GM's operations
in Mexico

9. Stockholder / / / / / /
proposal on
officer salary
limits

10. Stockholder / / / / / /
proposal on
chief executive
officer's
compensation

- -------------------------------------------------------------------
SIGNATURE(S) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING
INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. DATE

NOTE: Please add your title if you are signing as Attorney, Administrator,
Executor, Guardian, Trustee or in any other representative capacity.

2
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