GENERAL MOTORS 2002 STOCK INCENTIVE PLAN
 
      1. The purposes of the General Motors 2002 Stock Incentive Plan (this
"Plan") are to provide incentive for the creation of stockholder value and
provide employees with the opportunity for long-term capital accumulation
through the grant of options and restricted stock units to acquire shares of
Common Stock, $1 2/3 par value ("Common Stock") of General Motors Corporation
(the "Corporation"). Subject to such additional limitations or restrictions as
may be imposed as provided below, 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 (a) above but
in which the Corporation has, directly or indirectly, a substantial ownership
interest. For purposes of this Plan, the term "subsidiary" means (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 control.
The rights reserved herein shall, among other things, permit 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 the
Corporation, to 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 to 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.
 
      2. Subject to the provisions of paragraph 10, the aggregate number of
shares of stock with respect to which options and restricted stock units may be
granted under this Plan shall not exceed 27,400,000 shares of Common Stock;
provided, however, subject to the provisions of paragraph 10, the maximum number
of shares of stock which may be granted in the form of restricted stock units
under this Plan shall not exceed 1,000,000 shares of Common Stock. Subject to
the provisions of paragraph 10, no individual may be granted options in any
calendar year covering more than 1,000,000 shares of Common Stock, and no
individual may be granted restricted stock units in any calendar year covering
more than 250,000 shares of Common Stock. If, prior to June 1, 2007, all or any
portion of an option granted under this Plan or the 1997 Plan shall have expired
or terminated for any reason without having been exercised in full or all or any
portion of a restricted stock unit shall have failed to vest, the corresponding
unpurchased or undelivered shares shall (unless this Plan shall have been
terminated) again become available for grant under the terms of this Plan. In
the event that any option granted hereunder or under the 1997
 
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Plan is exercised through the delivery of shares or in the event that
withholding tax liabilities arising from any award are satisfied by the
withholding of shares by the Corporation, the number of shares available for
awards under the Plan shall be increased by the number of shares so surrendered
or withheld.
 
      3. The Committee may, at such time or times as it may determine prior to
June 1, 2007, establish for any calendar year a maximum number of shares,
consistent with the provisions of paragraph 2, to be awarded as stock options
and restricted stock units for such year. To the extent authorized by the
Committee, the Chief Executive Officer may grant options and restricted stock
units, within the maximum number of shares established by the Committee, to
employees selected by him or her, except that no such grant may be made by the
Chief Executive Officer to employees who are officers of the Corporation or
members of the Board of Directors. The Committee shall make all grants of stock
options and restricted stock units to employees who are officers of the
Corporation. Determinations as to whether the options granted shall be
"incentive stock options" within the meaning of Section 422, or any successor
provision, of the Internal Revenue Code of 1986, as amended (the "Code"), or
non-qualified options, and as to any restrictions which shall be placed on
options and restricted stock units, shall be made by the Committee under such
procedures as it may, from time to time, determine.
 
      4. Except as provided in paragraph 9, the purchase price of the shares of
stock under each option shall be not less than 100% of the fair market value
(but in no event less than the par value) of such stock at the time the option
is granted, such fair market value to be determined based on the mean of the
highest and lowest sales prices as reported for such class of stock in The Wall
Street Journal, or if such prices are not reported in The Wall Street Journal,
in another reliable, widely available source of such prices as designated by the
Committee for the date of grant. In accordance with such rules and procedures as
the Committee may establish, the aggregate fair market value (determined as of
the time of option grant) of the stock with respect to which incentive stock
options granted and held by an employee which are exercisable for the first time
by such employee during any calendar year under this Plan and all other plans of
the Corporation (and any subsidiary or any parent corporation within the meaning
of Section 424 of the Code, or any successor provision), shall not exceed
$100,000 (except that such amount may be adjusted by the Committee as
appropriate to reflect any amendment of Section 422 of the Code). The terms of
any incentive stock option granted hereunder shall comply in all respects with
the provisions of Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder.
 
      5. Options granted under this Plan shall be subject to the following
provisions, except as otherwise determined by the Committee:
 
      5(a). Vesting and Exercise. Except in the case of death, no option shall
vest or become exercisable prior to the first anniversary date of the date of
the option grant (or such later date as may be established by the Committee or
its delegate(s)); after such date options shall be exercisable only in
accordance with the terms and conditions established at the time of grant.
Beginning on the first anniversary date of the option grant, stock options will
become exercisable in one-third increments. Subject to paragraph 5(d), the first
increment may be exercised on or after the first anniversary date and the second
and third increments may be exercised on or after the second and third
anniversaries of the date of grant. As a condition to the exercise of any
option, an employee may be required, among other things, to enter into such
agreements as are considered by the Committee to be appropriate and in the best
interests of the Corporation.
 
      5(b). Term of the Option. The normal expiration date of the option shall
be determined at the time of grant, provided that each such option shall expire
not more than ten years and two days after the date the option was granted or,
in the case of an "incentive stock option," ten years after the date such option
was granted.
 
      5(c). Conditions Precedent. Except for options that vest pursuant to
paragraph 14, the exercise of any option shall be subject to satisfaction of the
following conditions precedent: (i) that the employee 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 or with the specific approval of the Corporation,
shall not be considered to be an activity which is competitive with any activity
of the Corporation or any subsidiary; (ii) that the employee refrain from
otherwise acting in any manner inimical or in any way contrary to the best
interests of the Corporation; and (iii) that the employee furnish to the
Corporation such information with respect to the satisfaction of the foregoing
conditions precedent as the Committee shall reasonably request. In addition, by
accepting the grant of an option, the employee will thereby agree to remain in
the employment of the Corporation for a period of one year after the date of
exercise of any such option, unless such employment is terminated by death or
retirement.
 
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      5(d). Termination of Employment. Notwithstanding the following provisions,
the Committee may at any time prior to any termination of employment under
circumstances covered by this clause, determine that options shall vest or
terminate on the date of notice of termination of employment, or such later date
as it may deem appropriate. In addition, the Committee may from time to time
determine in its discretion that optionees retiring from the organization during
specified time periods under specified circumstances may vest and retain some
portion of those options granted in the year the retirement occurs.
 
      (i)   If an employee is terminated for cause or quits employment without
            the prior written consent of the Corporation, all options (both
            vested and unvested) shall be forfeited and terminate on the date of
            termination of employment or, if earlier, the date cause exists.
 
      (ii)  If an employee retires from the Corporation at age 62 or older with
            ten or more years of credited service, subject to the other terms
            and conditions of the Plan, all vested options will remain
            exercisable for the full remaining term.
 
      (iii) If employment is terminated by reason of death, all options shall
            immediately vest and remain exercisable until the third anniversary
            of the date of death or, if earlier, the expiration date of such
            option.
 
      (iv)  If an employee becomes disabled, unvested options will continue to
            vest while the employee remains on the disability leave and, subject
            to the other terms and conditions of the Plan, vested options will
            remain exercisable for the full remaining term.
 
      (v)   If employment terminates for any reason other than as set forth
            above at any time on or after the first anniversary of the date of
            grant of an option, subject to the other terms and conditions of the
            Plan, all vested options will remain exercisable until the third
            anniversary of the date of termination of employment or, if earlier,
            the expiration date of such option.
 
      (vi)  If employment terminates for any reason (other than death) prior to
            the first anniversary of the date an option is granted, the option
            shall be forfeited and terminate on the date of termination of
            employment.
 
      5(e). Forfeiture of Gains on Exercise. If the employee terminates
employment in breach of the covenants and conditions precedent set forth in
Section 5(c) and becomes employed by a competitor of the Corporation within one
year after the date of exercise of any stock option, the employee shall pay to
the Corporation an amount equal to any gain from such exercise, determined by
multiplying the difference between the mean of the highest and lowest market
price as reported in The Wall Street Journal, or if such prices are not reported
in The Wall Street Journal, in another reliable, widely available source of such
prices as designated by the Committee for the date of the option exercise and
the exercise price of the option (without regard to any subsequent market price
decrease or increase) by the number of option shares exercised. Any such option
gain realized by the employee from exercising an option shall be paid by the
employee to the Corporation within thirty days of the date of becoming employed
by a competitor. By accepting an option grant under this Plan, the employee
consents, to the extent permitted by law, to a deduction of an amount equal to
such option gain from any amounts the Corporation owes the employee, including,
but not limited to, amounts owed as wages or other compensation, fringe
benefits, or vacation pay.
 
      5(f). Leave of Absence. For purposes of this Plan, a qualifying leave of
absence shall not constitute a termination of employment, except that an option
shall not be exercisable during a leave of absence granted an employee for
local, state, provincial, or federal government service.
 
      5(g). Payment of Exercise Price; Withholding Taxes. All shares purchased
upon exercise of any option shall be paid for in full at the time of purchase.
Such payment shall be made (i) in cash, (ii) through delivery of shares
(provided that the shares, other than shares purchased on the open market, must
be held for at least six months) of the same class of stock as the option
shares, or (iii) a combination of cash and stock. Any shares delivered pursuant
to subsection (ii) or (iii) of the preceding sentence shall be valued at their
fair market value based on the mean of the highest and lowest sales prices as
reported in The Wall Street Journal, or if such prices are not reported in
The Wall Street Journal, in another reliable, widely available source of such
prices as designated by the Committee for the date of exercise of the option. If
payment of federal, state, and/or local withholding taxes is required in
connection with the exercise of an option, the optionee will, at the time of
exercise, pay such taxes in cash or stock (including shares obtained from the
exercise and delivery of option shares up to the statutory minimum required
withholding amount). To the extent authorized by the Committee, any exercise of
an option
 
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granted under this Plan may be made in accordance with any cashless exercise
program approved by the Committee.
 
      5(h). Dividends. No holder of any option shall have any rights to
dividends or other rights of a stockholder with respect to shares subject to the
option prior to purchase of such shares upon exercise of the option.
 
      5(i). Transferability. With the exception of transfer by will or the laws
of descent and distribution, or as otherwise provided in paragraph 7, no option
shall be assignable or transferable, and an option shall be exercisable during
the life of an employee only by such employee.
 
      6. Restricted stock units (sometimes referred to herein as "RSUs" or
"Units") granted under this Plan shall be subject to the following provisions:
 
      6(a). Subject to adjustments contemplated under paragraph 10 of this Plan,
(i) a Unit granted hereunder shall relate to one share of Common Stock (a
"Corresponding Share"), as the Committee shall determine, and (ii) the value of
a Unit at any time shall be the fair market value of the Corresponding Share,
determined in accordance with procedures established by the Committee.
 
      6(b). Subject to the terms of this Plan, the Committee shall determine the
number of Units to be granted to an employee and the terms and conditions
applicable to the grant (a "Unit Grant") of such Units. Subject to the terms of
this Plan, the Committee may impose different terms and conditions on any
particular Unit Grant made to any particular employee.
 
      6(c). Subject to the satisfaction of the conditions precedent set forth
under paragraph 6(d) below and such additional conditions as may be imposed by
the Committee, each Unit Grant shall vest at the time or times determined by the
Committee, provided that the Committee, in making such determination, shall
establish the vesting increments (including their number, amounts, and timing)
so as to carry out the purposes of this Plan. Within the limitations specified
in the preceding sentence, the Committee may, in its sole discretion, modify
vesting provisions with respect to the unvested portion of any Unit Grant if, in
the judgment of the Committee, circumstances outside the control of the
Corporation have so changed as to make such modifications necessary or advisable
in order to preserve the reward and incentive purposes of this Plan. As a
condition to the vesting of all or any portion of a Unit Grant, 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. In addition, the Committee may establish performance vesting
criteria with respect to all or any portion of a Unit Grant which relate to and
are contingent upon the satisfaction of specific goals established by the
Committee at the time of the Unit Grant. Such goals may be based upon or relate
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. With respect to
any Unit Grant which is subject to performance vesting, 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.
 
      6(d). (i) Except for Unit Grants that vest pursuant to paragraph 14 of
this Plan, the vesting of each Unit Grant shall be subject to the satisfaction
of the conditions precedent that: (A) the employee continue to render services
as an employee (unless waived by the Committee), (B) the employee 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 (C) the employee 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 (iii) below, the failure by any employee to satisfy such
conditions precedent shall result
 
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in the immediate cancellation of any unvested or unpaid portion of any Unit
Grant previously made to such employee and all Units still covered by such Unit
Grant, and such employee shall not be entitled to receive any consideration in
respect of such cancellation. (ii) If any employee is dismissed involuntarily or
quits employment without the prior written consent of the Corporation, the
unvested or unpaid portion of any Unit Grant previously made to such employee,
and all Units still covered thereby 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. (iii) Upon termination of an
employee's employment for any reason other than as described in (ii) 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 Unit Grant, as the
Committee in its discretion shall determine. To the extent such condition
precedent is waived, the Committee may, in its discretion, accelerate the
vesting of all or any specified percentage of the unvested portion of any Unit
Grant. (iv) 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 Unit Grant shall not vest during a
leave of absence granted an employee for local, state, provincial, or federal
government service.
 
      6(e). With respect to any dividend or other distribution on any
Corresponding Shares, the Committee may, in its discretion, authorize current or
deferred payments (payable in cash or stock or a combination thereof, as
determined by the Committee) or appropriate adjustments to outstanding Unit
Grants to reflect such dividend or distribution.
 
      6(f). (i) Upon vesting of all or any portion of a Unit Grant, the
percentage of the Unit Grant then vesting will be applied to the total number of
Units then covered by such Unit Grant, and the proportionate number of Units so
computed, disregarding fractional Units, will be paid to such Participant in the
form of the respective Corresponding Shares of General Motors Common Stock, or
in cash based on the fair market value of the Corresponding Shares on the
vesting date, or partly in cash and partly in the applicable Corresponding
Shares of General Motors stock as the Committee in its sole discretion shall
determine. Such stock, or the related cash payment, will be delivered, in
accordance with procedures to be established by the Committee, and upon
satisfaction of the applicable withholding requirements, as soon as practicable
after such vesting date. (ii) In the discretion of, and in accordance with
procedures to be established by the Committee, Corresponding Shares up to the
statutory minimum, or cash of equivalent value, may be designated for, and
delivered to, the Corporation in satisfaction of any federal, state and/or local
withholding taxes applicable to the payment of Units.
 
      6(g). Unless otherwise determined by the Committee, no holder of a Unit
Grant shall have any rights to dividends (other than as provided in paragraph
6(e) above) or other rights of a stockholder with respect to Units and
Corresponding Shares relating to such Unit Grant prior to the delivery of such
Corresponding Shares pursuant to the vesting of such Unit Grant.
 
      6(h). Unless otherwise determined by the Committee, with the exception of
transfer by will or the laws of descent and distribution or as otherwise
provided in paragraph 7, no Unit Grant shall be assignable or transferable and,
during the lifetime of the grantee thereof, any payment in respect of such Unit
Grant shall be made only to such grantee.
 
      7. An employee holding an option or Unit Grant under this Plan may make a
written designation of beneficiary or beneficiaries on a form prescribed by and
filed with the Secretary of the Committee. Such beneficiary or beneficiaries or,
if no such designation of any beneficiary or beneficiaries has been made, the
employee's legal representative(s) or such other person(s) entitled thereto as
determined by a court of competent jurisdiction, (i) may exercise, in accordance
with and subject to the provisions of paragraph 5, any unterminated and
unexpired option granted to such employee and (ii) receive payment, in
accordance with and subject to the provisions of paragraph 6, pursuant to the
vesting of all or any portion of a Unit Grant. A designation of beneficiary may
be replaced by a new designation or may be revoked by the employee at any time.
 
      8. The shares to be delivered upon exercise of an option or vesting of a
Unit Grant shall be made available, at the discretion of the Board of Directors
or a Committee of the Board of Directors as designated by the Board, either from
authorized but previously unissued shares or from shares reacquired by the
Corporation, including shares purchased in the open market. If shares are
purchased in the open market for delivery upon the exercise of an option or
vesting of a Unit Grant, they shall be held in a treasury account specifically
designated for such awards.
 
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      9. If the Corporation acquires an entity which has issued and outstanding
stock options or other rights, the Corporation may substitute an appropriate
number of stock options or Units under this Plan for options or rights of such
entity, including options to acquire stock at less than 100% of the fair market
price of the stock at the time of grant, as determined by the Committee in its
sole discretion and such awards will not count against this Plan reserve of
available shares.
 
     10. In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in Corporate structure
affecting any class of General Motors common stock the Committee may, but shall
not be required to, make such adjustments in the class and aggregate number of
shares which may be delivered under this Plan, the individual award maximums,
the class, number, and option price of shares subject to outstanding options and
the class and number of shares subject to Units granted under this Plan
(provided the number of shares of any class subject to any award shall always be
a whole number), as may be determined to be appropriate by the Committee, and
any such adjustment may, in the sole discretion of the Committee, take the form
of options covering more than one class of General Motors capital stock.
 
     11. To the extent determined by the Committee, any subsidiary may, without
regard to the limitations under this Plan, have a separate incentive plan or
program. The Committee shall have exclusive jurisdiction and sole discretion to
approve or disapprove any such plan or program and, from time to time, to amend,
modify, or suspend any such plan or program. Individuals eligible for grants
under any such plan or program shall not be considered employees eligible for
grants under this Plan, unless otherwise determined by the Committee. No
provision of any such plan or program shall be included in or considered a part
of this Plan, and any awards made under any such plan or program shall not be
charged against the aggregate number of shares of stock available for grant
under this Plan, unless otherwise determined by the Committee.
 
     12. The expenses of administering this Plan shall be borne by the
Corporation.
 
     13. 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 and (b) the grant amounts and the
vesting schedules for options and RSUs, 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. The instruments evidencing options and RSUs and
documentation with respect to the exercise of options and payment of RSUs, if
any, shall be in such form, consistent with this Plan, as may be determined by
the Committee. 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.
 
     14. Upon the effective date of any Change in Control of the Corporation as
defined in this paragraph all outstanding stock options granted under this Plan
shall vest, and all outstanding RSUs shall vest on a pro rata basis. 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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     15. The Committee, in its sole discretion, may, at any time, amend, modify,
suspend, or terminate this Plan provided that no such action without the
approval of the stockholders shall increase the maximum number of shares for
which, or with respect to which, options or restricted stock units may be
granted to employees under this Plan (except as permitted by paragraph 10), or
permit the granting of options under this Plan with an option price of less than
100% of the fair market value of the applicable class of stock at the time the
options are granted (except as permitted in paragraphs 9 and 10 of this Plan),
or permit re-pricing of outstanding stock options (except as otherwise permitted
by paragraphs 9 and 10 of this Plan), or permit exercise of the options unless
full payment is made at the time of exercise, or, except as contemplated by the
Plan, extend the period during which options may be exercised, or render any
member of the Executive Compensation Committee or the Audit Committee, or any
director who is not an employee, eligible to be granted an option or Unit, or
grant any option or Unit under this Plan after May 31, 2007.
 
     16. 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.
 
     17. This Plan shall be effective on June 4, 2002, if approved by the
stockholders of the Corporation at the 2002 annual meeting.
 
                  GENERAL MOTORS 2002 LONG-TERM INCENTIVE PLAN
 
      1. The purpose of the General Motors 2002 Long-Term Incentive Plan (this
"Plan") is to provide employees in positions of senior leadership with incentive
compensation related to accomplishment of key Corporate long-term strategic
objectives which enhance stockholder value.
 
      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 the General Motors Corporation (the "Corporation"), may prior to June
1, 2007, authorize the granting of target awards to employees of the
Corporation. 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 amounts 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.
 
      2(b). Prior to the grant of any target award, the Committee shall
establish for each such award (i) 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 and (ii) a performance period which shall be determined at time
of grant. 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.
 
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      2(d). If any event occurs during a performance period that requires
changes to preserve the incentive features of this Plan, the Committee may make
adjustments.
 
      2(e). Except as otherwise provided in paragraph 3, the percentage of each
target award to be distributed to an employee shall be determined by the
Committee (i) on the basis of the performance levels established for such award
and the performance of the applicable enterprise during the performance period
and (ii) in the discretion of the Committee, on the basis of individual
performance during such 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 shall only
involve 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 shall be made upon the recommendation of
the Chief Executive Officer. Any target award, as determined and adjusted
pursuant to this paragraph and paragraph 3, is herein referred to as a "final
award" and, for covered officers, shall be certified by the Committee prior to
payment. The amount related to any final award for each performance period grant
paid to any employee shall not exceed $10 million. No distribution of any final
award (or portion thereof) shall be made if the minimum performance level
applicable to the related target award is not achieved during the applicable
performance period, except as otherwise provided in paragraph 3(d), or, unless
otherwise determined by the Committee, if the employment of the employee to whom
the related target award was granted shall terminate for any reason whatsoever
(including death) within 12 months after the date the target award was granted.
 
      2(f). All final awards which have vested in accordance with the provisions
of paragraphs 3 and 4 shall be paid as soon as practicable following the end of
the related vesting period. Final awards shall be paid in cash, in General
Motors stock, or partly in cash and partly in General Motors stock, as the
Committee shall determine. General Motors stock (hereinafter referred to as
"stock") shall include all present and future classes of capital stock of
General Motors Corporation. Shares deliverable in payment of such final awards
shall be made available from shares reacquired by the Corporation, including
shares purchased in the open market. If shares are purchased in the open market
for delivery in payment of such final awards, they shall be held in a treasury
account specifically for awards under this Plan. If the Corporation shall have
any unpaid claim against the employee arising out of or in connection with such
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 pay gains pursuant to paragraph 5(e) of the General
Motors 2002 Stock Incentive Plan, or Corporate business credit card charges.
 
      2(g). Subject to such additional limitations or restrictions as the
Committee may impose, the term "employees" shall mean persons who, at any time
during the period to which an award relates, (i) 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 (ii) accept (or
previously have accepted) employment, at the request of the Corporation, with
any entity not described in (i) above but in which the Corporation has, directly
or indirectly, a substantial ownership interest. For purposes of this Plan, the
term "subsidiary" means (A) 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 (B) any unincorporated
entity in respect of which the Corporation can exercise, directly or indirectly,
comparable 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 to
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.
 
      3(a). Payment of any final award (or portion thereof) to an individual
employee shall be subject to the satisfaction of the following 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
 
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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. If the Committee shall
determine that such employee has failed to satisfy any of the foregoing
conditions precedent, all target awards granted to such employee which have not
become final awards, and all final awards which have not been paid pursuant to
paragraph 4(a) shall be immediately canceled. Upon termination of an employee's
employment other than by death (whether such termination is before or after a
target award shall have become a final award), the Committee may, but shall not
in any case be required to, waive the condition precedent of continuing to
render services but in the event of such waiver, the payment of any target award
which shall thereafter become a final award and payment of any final award which
shall remain unpaid shall nevertheless remain subject to the conditions
precedent that (A) the employee refrains 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 (B)
the employee furnish to the Corporation such information with respect to the
satisfaction of the foregoing condition precedent as the Committee shall
reasonably request. As used in the immediately preceding clause (B), the term
employees shall include the beneficiary or beneficiaries designated by such
employee as provided in paragraph 6, or if no such designation of any
beneficiary or beneficiaries has been made, the employee's legal representative
or other persons entitled to any payment or benefit with respect to the employee
pursuant to this Plan. As a condition to the vesting and payment 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.
 
      3(b). If, upon termination of an employee's employment prior to the end of
any performance period for a reason other than death, the Committee shall
determine to waive the condition precedent of continuing to render services as
provided in paragraph 3(a), the target award granted to such employee with
respect to such performance period shall be reduced pro rata based on the number
of months remaining in the performance period after the month of such
termination and such awards will be paid at the time they would have been paid
absent an employment termination. The final award for such employee shall be
determined by the Committee (i) on the basis of the performance levels
established for such award (including the minimum performance level) and the
performance level achieved through the end of the performance period and (ii) in
the discretion of the Committee, on the basis of individual performance during
the period prior to such termination. A qualifying leave of absence, determined
in accordance with procedures established by the Committee, shall not be deemed
to be a termination of employment but, except as otherwise determined by the
Committee, the employee's target award will be reduced pro rata based on the
number of months during which such person was on such leave of absence during
the performance period. A target award shall not vest during a leave of absence
granted an employee for local, state, provincial, or federal government service.
 
      3(c). Upon termination of an employee's employment by reason of death
prior to the end of any performance period, the target award granted to such
employee with respect to such performance period, except as otherwise provided
in paragraph 2(e), shall be reduced pro rata based on the number of months
remaining in the performance period after the month of such employee's death.
The percentage of the reduced target award to be distributed to such employee
shall be determined by the Committee (i) on the basis of the performance levels
established for such award (including the minimum performance level) and the
performance level achieved through the end of the fiscal year during which such
employee died and (ii) in the discretion of the Committee, on the basis of
individual performance during the applicable period. Such final awards will
immediately vest and be paid as promptly as practicable.
 
      3(d). If the performance levels established for any target award are based
on the performance of a specified portion of the enterprise and that portion is
sold or otherwise disposed of or reorganized or the employee is transferred to
another portion of the enterprise prior to the end of the performance period,
the target award granted to such employee with respect to such performance
period shall be reduced pro rata based on the number of months remaining in the
performance period after the month of such event. The final award for such
employee shall be determined by the Committee (i) on the basis of the
performance levels established for such award (including the minimum performance
level) and the performance level achieved, in the case of a sale, disposition,
 
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or reorganization of the applicable portion of the enterprise, through the end
of the fiscal year during which such event occurs and, in the case of a transfer
of the employee, through the end of the performance period and (ii) in the
discretion of the Committee, on the basis of individual performance during the
applicable period. In addition, in any such case, the Committee may, in its
discretion, further adjust such award upward as it may deem appropriate and
reasonable.
 
      3(e). If an employee is promoted during the performance period with
respect to any target award, such target award may, in the discretion of the
Committee, be increased to reflect such employee's new responsibilities.
 
      3(f). If the Corporation acquires an entity which has issued and
outstanding long-term target awards, the Corporation may substitute awards under
this Plan in place of such awards, under such provisions consistent with the
terms of this Plan, as the Committee, in its sole discretion, may determine.
 
      4(a). Target awards that 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 3(a). 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). If the employment of an employee is terminated for any reason prior
to the vesting of any final award, the Committee may, but in any case shall not
be required to, change the vesting period with respect to such final awards to
accelerate the vesting period related to all or any portion of such final award.
If the employment of an employee is terminated by death, all final awards not
currently vested shall immediately vest.
 
      4(c). No holder of a target award shall have any rights to dividends or
interest (other than as provided in paragraph 4(d) below) or other rights of a
stockholder with respect to a target award prior to such target award's becoming
a final award.
 
      4(d). With respect to target awards which have become final awards payable
in cash pursuant to paragraph 2(f) but which have not vested, the Committee may,
in its discretion, pay to the employees interest on all such unvested cash
amounts. With respect to target awards which have become final awards payable in
stock pursuant to paragraph 2(f) but which have not vested, the Committee may,
in its discretion, pay to the employees an amount equal to the dividends which
would have been paid if such shares had been vested and registered in the
employee's name. Any interest or dividend equivalents payable with respect to
such final awards shall be paid at such times, in such amounts, and in
accordance with such procedures as the Committee shall determine.
 
      4(e). With respect to any dividend or other distribution on any of the
Corporation's common stocks, the Committee may, in its discretion, authorize
current or deferred payments (payable in cash or stock or a combination thereof,
as determined by the Committee) or appropriate adjustments to outstanding target
awards and unvested final awards denominated in shares of stock to reflect such
dividend or distribution.
 
      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 nor to any member of the Executive
Compensation Committee or the Audit Committee.
 
      5(c). The Committee shall have discretion with respect to the
determination of each target award. Recommendations shall be made to the
Committee by the Chief Executive Officer under such procedures as may, from time
to time, be approved by the Committee as to the employees to be granted target
awards, the amounts of such awards, the performance levels at which different
percentages of such awards would be earned and adjustments, if any, to such
levels, the adjustments to such awards on the basis of individual performance,
and the amounts of final awards, except that no such recommendations shall be
made with respect to employees who are members of the Board of Directors, but
such selections and determinations shall be dealt with exclusively by the
Committee under such procedures as it may determine.
 
      6. 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
 
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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 or beneficiaries 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 or beneficiaries 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.
 
      7. 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.
 
      8. The expenses of administering this Plan shall be borne by the
Corporation.
 
      9. 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.
 
     10. Upon the effective date of any Change in Control of the Corporation as
defined in this paragraph all outstanding awards 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.
 
     11. 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) and
3), 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
 
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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.
 
     12. 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.
 
     13. This Plan shall be effective on June 4, 2002, if approved by the
stockholders of the Corporation at the 2002 annual meeting.
 
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