GENERAL MOTORS 2002 ANNUAL INCENTIVE PLAN
 
      1. The purposes of the General Motors 2002 Annual Incentive Plan (this
"Plan") are to reward performance and provide incentive for future endeavor to
employees who contribute to the success of the business by making them
participants in that success.
 
      2(a). The Executive Compensation Committee of the General Motors Board of
Directors (the "Committee"), as from time to time constituted pursuant to the
by-laws of General Motors Corporation (the "Corporation"), may, prior to June 1,
2007, authorize the granting to employees of the Corporation of annual target
awards. The Committee, in its sole discretion, shall determine the performance
levels at which different percentages of such awards shall be earned, the
collective amount for all awards to be granted at any one time, and the
individual annual grants with respect to employees who are officers of the
Corporation. The Committee may delegate to the Chief Executive Officer
responsibility for determining, within the limits established by the Committee,
individual award grants for employees who are not officers of the Corporation.
All such awards shall be denominated and paid in cash (U.S. dollars or local
currency equivalent).
 
      2(b). Prior to the grant of any target award, the Committee shall
establish for each such award performance levels related to the enterprise (as
defined below) at which 100% of the award shall be earned and a range
(which need not be the same for all awards) within which greater and lesser
percentages shall be earned. The term "enterprise" shall mean the Corporation
and/or any unit or portion thereof, and any entities in which the Corporation
has, directly or indirectly, a substantial ownership interest.
 
      2(c). With respect to the performance levels to be established pursuant to
paragraph 2(b), the specific measures for each grant shall be established by the
Committee at the time of such grant. In creating these measures, the Committee
may establish the specific goals based upon or relating to one or more of the
following business criteria: asset turnover, cash flow, contribution margin,
cost objectives, cost reduction, earnings per share, economic value added,
increase in customer base, inventory turnover, market price appreciation of one
or more of the Corporation's common stocks, market share, net income, net income
margin, operating profit margin, pre-tax income, productivity, profit margin,
quality, return on assets, return on net assets, return on capital, return on
equity, revenue, revenue growth, and/or total shareholder return. The business
criteria may be expressed in absolute terms or relative to the performance of
other companies or to an index.
 
      2(d). If any event occurs during a performance period which requires
changes to preserve the incentive features of this Plan, the Committee may make
appropriate adjustments.
 
      2(e). Except as otherwise provided in paragraph 6, the percentage of each
target award to be distributed to an employee shall be determined by the
Committee on the basis of the performance levels established for such award and
the performance of the applicable enterprise or specified portion thereof, as
the case may be, during the performance period. Following determination of the
final payout percentage, the Committee may, upon the recommendation of the Chief
Executive Officer, make adjustments to awards for officers of the Corporation to
reflect individual performance during such period, which for covered officers
will involve only negative discretion. A covered officer is any individual whose
compensation in the year of expected payment of an award will be subject to the
provisions of Section 162(m) of the Internal Revenue Code, as determined by the
Committee. Adjustments to awards to reflect individual performance for employees
who are not officers of the Corporation may be made by the Chief Executive
Officer. Any target award, as determined and adjusted pursuant to this paragraph
2(e) and paragraph 6, is herein referred to as a "final award." The total
aggregate final award paid to any employee for any one year shall not exceed
$7.5 million. The Committee shall certify the final awards earned by covered
officers in writing prior to any award payments.
 
      3. Subject to such additional limitations or restrictions as the Committee
may impose, the term "employees" shall mean persons (a) who are employed by the
Corporation, or any subsidiary (as such term is defined below), including
employees who are also directors of the Corporation or any such subsidiary, or
(b) who accept (or previously have accepted) employment, at the request of the
Corporation, with any entity not described in 3(a) above but in which the
Corporation has, directly or indirectly, a substantial ownership interest. For
purposes of this Plan, the term "subsidiary" shall mean (i) a corporation of
which capital stock having ordinary voting power to elect a majority of the
board of directors of such corporation is owned, directly or indirectly, by the
Corporation, or (ii) any unincorporated entity in respect of which the
Corporation can exercise, directly or indirectly, comparable
 
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control. The Committee shall, among other things, determine when and to what
extent individuals otherwise eligible for consideration shall become or cease to
be, as the case may be, employees for purposes of this Plan and shall determine
when, and under what circumstances, any individual shall be considered to have
terminated employment for purposes of this Plan. To the extent determined by the
Committee, the term employees shall be deemed to include former employees and
any beneficiaries thereof.
 
      4(a). Target awards which have become final awards may be subject to a
vesting schedule established by the Committee. Except as otherwise provided in
this Plan, no final award (or portion thereof) subject to a vesting schedule
shall be paid prior to vesting, and the unpaid portion of any final award shall
be subject to the provisions of paragraph 6. The Committee shall have the
authority to modify a vesting schedule as may be necessary or appropriate in
order to implement the purposes of this Plan. As a condition to the vesting of
all or any portion of a final award the Committee may, among other things,
require an employee to enter into such agreements as the Committee considers
appropriate and in the best interests of the Corporation, except for awards that
vest pursuant to paragraph 12 of this Plan.
 
      4(b). With respect to target awards which have become final awards as
provided in paragraph 2(e), the Committee may, in its discretion, pay to the
participant interest on all portions thereof which are unvested. No holder of a
target award shall have any rights to interest prior to such target award
becoming a final award. Any interest payable with respect to such unvested final
awards shall be paid at such times, in such amounts, and in accordance with such
procedures as the Committee shall determine.
 
      5(a). An employee shall be eligible for consideration for a target award
based on such criteria as the Committee shall from time to time determine.
 
      5(b). No target award shall be granted to any director of the Corporation
who is not an employee at the date of grant.
 
      6(a). Payment of any final award (or portion thereof) to an individual
employee shall be subject to the satisfaction of the conditions precedent that
such employee: (i) continue to render services as an employee (unless this
condition is waived by the Committee), (ii) refrain from engaging in any
activity which, in the opinion of the Committee, is competitive with any
activity of the Corporation or any subsidiary (except that employment at the
request of the Corporation with an entity in which the Corporation has, directly
or indirectly, a substantial ownership interest, or other employment
specifically approved by the Committee, shall not be considered to be an
activity which is competitive with any activity of the Corporation or any
subsidiary) and from otherwise acting, either prior to or after termination of
employment, in any manner inimical or in any way contrary to the best interests
of the Corporation, and (iii) furnish to the Corporation such information with
respect to the satisfaction of the foregoing conditions precedent as the
Committee shall reasonably request. Except as otherwise provided under paragraph
6(c) below, the failure by any employee to satisfy such conditions precedent
shall result in the immediate cancellation of the unvested portion of any final
award previously made to such employee and such employee shall not be entitled
to receive any consideration in respect of such cancellation.
 
      6(b). If any employee is dismissed for cause or quits employment without
the prior consent of the Corporation, the unvested portion of any final award
previously made to such employee shall be canceled as of the date of such
termination of employment, and such employee shall not be entitled to receive
any consideration in respect of such cancellation.
 
      6(c). Upon termination of an employee's employment for any reason other
than as described in (b) above, the Committee may, but shall not in any case be
required to, waive the condition precedent relating to the continued rendering
of services in respect of all or any specified percentage of the unvested
portion of any final award, as the Committee shall determine. To the extent such
condition precedent is waived, the Committee may accelerate the vesting of all
or any specified percentage of the unvested portion of any final award.
 
      6(d). For purposes of this Plan, a qualifying leave of absence, determined
in accordance with procedures established by the Committee, shall not constitute
a termination of employment, except that a final award shall not vest during a
leave of absence granted an employee for local, state, provincial, or federal
government service.
 
      6(e). If employment of an employee is terminated by death, all final
awards not currently vested shall immediately vest.
 
      7. Subject to paragraph 6, all final awards which have vested in
accordance with the provisions of this Plan shall be paid as soon as practicable
following the end of the related vesting period. If the Corporation shall have
 
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any unpaid claim against an employee arising out of or in connection with the
employee's employment with the Corporation, such claim may be offset against
awards under this Plan. Such claim may include, but is not limited to, unpaid
taxes, the obligation to repay gains pursuant to paragraph 5(e) of the General
Motors 2002 Stock Incentive Plan, or Corporate business credit card charges.
 
      8. To the extent that any employee, former employee, or any other person
acquires a right to receive payments or distributions under this Plan, such
right shall be no greater than the right of a general unsecured creditor of the
Corporation. All payments and distributions to be made hereunder shall be paid
from the general assets of the Corporation. Nothing contained in this Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind or a fiduciary relationship between the Corporation
and any employee, former employee, or any other person.
 
      9. The expenses of administering this Plan shall be borne by the
Corporation.
 
     10. Except as otherwise determined by the Committee, with the exception of
transfer by will or the laws of descent and distribution, no target or final
award shall be assignable or transferable and, during the lifetime of the
employee, any payment in respect of any final award shall be made only to the
employee. An employee shall designate a beneficiary or beneficiaries to receive
all or part of the amounts to be distributed to the employee under this Plan in
case of death. A designation of beneficiary may be replaced by a new designation
or may be revoked by the employee at any time. A designation or revocation shall
be on forms prescribed by and filed with the Secretary of the Committee. In case
of the employee's death, the amounts distributable to the employee under this
Plan with respect to which a designation of beneficiary has been made (to the
extent it is valid and enforceable under applicable law) shall be distributed in
accordance with this Plan to the designated beneficiary or beneficiaries. The
amount distributable to an employee upon death and not subject to such a
designation shall be distributed to the employee's estate or legal
representative. If there shall be any question as to the legal right of any
beneficiary to receive a distribution under this Plan, the amount in question
may be paid to the estate of the employee, in which event the Corporation shall
have no further liability to any party with respect to such amount.
 
     11. Full power and authority to construe and interpret this Plan shall be
vested in the Committee. To the extent determined by the Committee,
administration of this Plan, including, but not limited to (a) the selection of
employees for participation in this Plan, (b) the determination of the number of
installments, and (c) the determination of the vesting schedule for final
awards, may be delegated to the Chief Executive Officer; provided, however, the
Committee shall not delegate to the Chief Executive Officer any powers,
determinations, or responsibilities with respect to officers of the Corporation.
Any person who accepts any award hereunder agrees to accept as final,
conclusive, and binding all determinations of the Committee and the Chief
Executive Officer. The Committee shall have the right, in the case of
participants not employed in the United States, to vary from the provisions of
this Plan in order to preserve the incentive features of this Plan.
 
     12. Upon the effective date of any Change in Control of the Corporation as
defined in this paragraph all outstanding awards granted under this Plan shall
vest and be paid on a pro rata basis based on the greater of target award level
or actual performance. A "Change in Control" shall mean the occurrence of one or
more of the following events: (a) any "person" or "group" as those terms are
used in the Securities Exchange Act of 1934, as amended, other than any employee
benefit plan or GM or a trustee or other administrator or fiduciary holding
securities under an employee benefit plan of the Corporation, is or becomes the
current beneficial owner of GM voting securities representing 20% or more of the
combined voting power of GM's then outstanding securities; (b) during any
two-year period, individuals who at the beginning of such period constitute the
Board and any new directors whose election by the Board of nomination for
election by the Corporation's stockholders was approved by at least two-thirds
of the directors still in office who either were directors at the beginning of
the period or whose election was previously so approved, cease for any reason to
constitute a majority thereof; (c) GM merges or consolidates with any other
corporation or other entity, other than a merger or consolidation (i) that would
result in all or a portion of the voting securities of GM outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting securities of GM or such surviving
entity outstanding immediately after such merger or consolidation or (ii) by
which the corporate existence of GM is not affected and following which GM's
chief executive officer would retain his or her position with GM and the GM
directors would remain on the Board of the Corporation and constitute a majority
thereof; (d) GM sells or otherwise disposes of all or substantially all of its
assets; or (e) the stockholders of the Corporation approve a plan of complete
liquidation of GM.
 
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     13. The Committee, in its sole discretion, may, at any time, amend, modify,
suspend, or terminate this Plan provided that no such action shall (a) adversely
affect the rights of an employee with respect to previous target awards or final
awards under this Plan (except as otherwise permitted under paragraphs 2(d), 4,
or 6), and this Plan, as constituted prior to such action, shall continue to
apply with respect to target awards previously granted and final awards which
have not been paid, or (b) without the approval of the stockholders, (i)
increase the limit on the maximum amount of final awards provided in paragraph
2(e), or (ii) render any director of the Corporation who is not an employee at
the date of grant or any member of the Executive Compensation Committee or the
Audit Committee, eligible to be granted a target award, or (iii) permit any
target award to be granted under this Plan after May 31, 2007.
 
     14. Every right of action by, or on behalf of, the Corporation or by any
stockholder against any past, present, or future member of the Board of
Directors, officer, or employee of the Corporation or its subsidiaries arising
out of or in connection with this Plan shall, irrespective of the place where
action may be brought and irrespective of the place of residence of any such
director, officer, or employee, cease and be barred by the expiration of three
years from the date of the act or omission in respect of which such right of
action arises. Any and all right of action by any employee (past, present, or
future) against the Corporation arising out of or in connection with this Plan
shall, irrespective of the place where an action may be brought, cease and be
barred by the expiration of three years from the date of the act or omission in
respect of which such right of action arises. This Plan and all determinations
made and actions taken pursuant hereto shall be governed by the laws of the
State of Delaware and construed accordingly.
 
     15. This Plan shall be effective on June 4, 2002, if approved by the
stockholders of the Corporation at the 2002 annual meeting.