THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

General Motors Corporation (GM)

4/28/2006 Proxy Information

E. Stanley OÕNeal, who resigned from the Board effective February 6, 2006, is the Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc., which together with various subsidiaries (collectively, ŌMerrill LynchĶ) provided services including underwriting and investment banking services to GM in 2005. The Board of Directors considered the relevant facts and circumstances regarding the relationship between GM and Merrill Lynch and concluded that based on GMÕs long-standing practice of maintaining relationships with several major investment banks, the amount of fees paid in 2005 and in recent years by GM to Merrill Lynch in proportion to the revenues and expenses of each company during those periods, and Mr. OÕNealÕs recusal from GM business with Merrill Lynch, there was no material relationship between Mr. OÕNeal and GM. He therefore qualified as independent under the requirements of the NYSE in the judgment of the Board. The amount of fees paid by GM to Merrill Lynch in 2005 and in prior years was substantially less than 2 percent of either companyÕs expenses or revenues.

Mr. OÕNealÕs brother, Michael OÕNeal, is employed by General Motors. In addition, Douglas L. Henderson, brother of Vice Chairman and Chief Financial Officer Frederick A. Henderson, Juli A. Stephens, sister-in-law of Group Vice President Thomas G. Stephens, and George T. Stephens, Mr. StephensÕ brother, are employed by General Motors. Each of these GM employees related to a director or executive officer makes less than $150,000 per year and receives salary and benefits comparable to those provided to other GM employees in similar positions.

Armando M. CodinaÕs daughters owned a limited partnership that held a minority interest in Hispanic Publishing Associates, LLC, the publisher of Hispanic Magazine. GM has advertised in that publication for several years (beginning before Mr. Codina joined the Board), and in 2005 purchased approximately $562,000 in advertising, $238,000 during the first six months. As a result of the June 2005 sale of that interest, as well as GMÕs long-term relationship with Hispanic Magazine and the independence of the family members involved, the Board of Directors has determined that this relationship is immaterial and that Mr. Codina qualifies as independent under the NYSE rules.

Executive officers of General Motors have from time to time received mortgage loans from GMAC or its subsidiaries, or acted as co-signers for loans made to family members. Those loans were made in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other employees, retirees, and dealers of General Motors, which are substantially the same as those offered to unaffiliated customers.

The CorporationÕs policy on loans to directors and executive officers of the Corporation complies with Sarbanes-Oxley, which generally prohibits public companies from making personal loans to their directors and executive officers. However, this policy permits GMAC to extend mortgage and auto loans to GM directors and executive officers on terms that are acceptable under Sarbanes-Oxley.

4/29/2005 Proxy Information

E. Stanley OÕNeal, a member of GMÕs Board, is the Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc., which together with various subsidiaries (collectively, ŌMerrill LynchĶ) provided services including underwriting and investment banking services to GM in 2004. The Board of Directors has considered the relevant facts and circumstances regarding the relationship between GM and Merrill Lynch and has concluded that based on Mr. OÕNealÕs recusal from GM business with Merrill Lynch, GMÕs long-standing practice of maintaining relationships with several major investment banks, and the amount of fees paid in 2004 and in recent years by GM to Merrill Lynch in proportion to the revenues and expenses of each company during those periods, there is no material relationship between Mr. OÕNeal and GM, so that he qualifies as independent under the requirements of the NYSE Corporate Governance Rules. The amount of fees paid by GM to Merrill Lynch in 2004 and in prior years is substantially less than 2% of either companyÕs expenses or revenues.

A limited partnership owned by Mr. CodinaÕs daughters is a majority investor in Hispanic Publishing Group, LLP, which owns a minority interest in Hispanic Publishing Associates, LLC, the publisher of Hispanic Magazine. GM has advertised in that publication for several years (beginning before Mr. Codina joined the Board), and in 2004 purchased approximately $630,000 of advertising. Mr. Codina divested his one percent interest in an affiliate of his daughtersÕ limited partnership early in 2004, and since then has had no ownership interest or other involvement in any of these companies. The Codina family members involved in this transaction are independent adults. Based on these facts, the Board of Directors has determined Mr. Codina does not have a material relationship with GM based on his family membersÕ indirect interest in a company doing business with GM, so that he qualifies as independent under the NYSE Corporate Governance Rules.

Four employees of General Motors who receive more than $60,000 in annual compensation are members of the immediate family of a director or an executive officer.

Executive officers of General Motors have from time to time received mortgage loans from General Motors Acceptance Corporation ( ŌGMACĶ) or its subsidiaries, or acted as co-signers for loans made to family members. Those loans were made in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other employees, retirees, and dealers of General Motors, which are substantially the same as those offered to unrelated customers.

The CorporationÕs policy on loans to directors and executive officers of the Corporation has been revised to comply with Sarbanes-Oxley, which generally prohibits public companies from making personal loans to their executive officers and directors. The Corporation prohibits loans to its directors and executive officers, other than GMAC mortgage and auto loans, which are made on terms that are acceptable under Sarbanes-Oxley.

4/21/2004 Proxy Information

John F. "Jack" Smith served as Chairman (1996 until his retirement in 2003), Chief Executive Officer (1992-2000), President (1992-1998) and Chief Operating Officer (1992) of General Motors Corporation.

E. Stanley O'Neal, a member of GM's Board, is the Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc., which provided services including underwriting and investment banking services to GM in 2003. The Board of Directors has considered the relevant facts and circumstances regarding the relationship between GM and Merrill Lynch & Co., Inc., and has concluded that based on Mr. O'Neal's recusal from GM business with Merrill Lynch, GM's long-standing practice of maintaining relationships with several major investment banks, and the amount of fees paid in 2003 and in recent years by GM to Merrill Lynch in proportion to the revenues and expenses of each company during those periods, there is no material relationship between Mr. O'Neal and GM, so that he qualifies as independent under the requirements of the New York Stock Exchange (the "NYSE").

In 2003, Codina Family Investments ("CFI"), a limited partnership owned indirectly by Mr. Codina and members of his family, purchased a majority interest in the limited partnership that publishes Hispanic Magazine. GM has advertised in that publication for several years, and in 2003 purchased approximately $490,000 of advertising. In 2003 Mr. Codina held only a 1% interest in CFI, which he has now divested. The other Codina family members involved in this transaction are independent adults. Based on these facts, the Board of Directors has determined Mr. Codina does not have a material relationship with GM based on his family members' indirect interest in a company doing business with GM, so that he qualifies as independent under the NYSE requirements.

Executive officers of General Motors have from time to time received mortgage loans from GMAC or its subsidiaries, or acted as co-signers for loans made to family members. Those loans were made in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other employees, retirees, and dealers of General Motors, which are substantially the same as those offered to unrelated customers.

The Corporation's policy on loans to directors and executive officers of the Corporation has been revised to comply with the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), which generally prohibits public companies from making personal loans to their executive officers and directors. The Corporation prohibits loans to its directors and executive officers, other than GMAC mortgage and auto loans, which are made on terms that are acceptable under Sarbanes-Oxley.

4/17/2003 Proxy Information

Lloyd D. Ward, a member of GM's Board, served as Chief Executive Officer of the U.S. Olympic Committee (the "USOC"). General Motors has been a Corporate Sponsor of the USOC and its affiliates for several years and has made the U.S. Olympic marketing rights that GM receives as a Corporate Sponsor an important element in its marketing and advertising strategies. In 2002, GM as a Corporate Sponsor provided $3.75 million in cash contributions and value comparable to $19.5 million in use of vehicles to the USOC and the Salt Lake City Olympic Games.

E. Stanley O'Neal, a member of GM's Board, is the Chief Executive Officer and Chairman-Elect of Merrill Lynch & Co., Inc., which provided services including underwriting and investment banking services to GM in 2002.

In 2001 and 2002, General Motors invested a total of $2 million in Cunningham Motor Company ("CMC"). Robert A. Lutz, an executive officer of the Corporation, was the principal owner and vice chairman of the board of CMC. In consideration for this investment, GM received an equity interest in CMC of 22.9%, with minimal voting rights. In November 2002 CMC gave notice that it had ceased business operations, and it is not anticipated that operations will be resumed.

Executive officers of General Motors have from time to time received mortgage loans from GMAC or its subsidiaries, or acted as co-signers for loans made to family members. These loans were made in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other employees, retirees, and dealers of General Motors, which are substantially the same as those offered to unrelated customers.