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                           General Motors Corporation
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The following form of letter will be used by General Motors in the solicitation
of proxies from stockholders  in connection with GM's 2001 Annual Meeting.

                                    [GM LOGO]
                           General Motors Corporation
                                  Legal Staff

  Facsimile                                                  Telephone
(313) 665-4978                                              (313) 665-4921


Dear [Stockholder]:

This letter  solicits  your support of the position of the Board of Directors of
General  Motors  Corporation  which  favors  a  vote  AGAINST  the  adoption  of
Stockholder  Proposal  No.  8 at GM's  2001  Annual  Meeting.  That  stockholder
proposal  requests  "a by-law for  shareholder  vote to be  required to adopt or
maintain a poison pill." (Attachment A is the text of Stockholder Proposal No. 8
and the position of GM's Board of Directors opposing its adoption as they appear
in GM's 2001 Proxy Statement)

We recognize that many institutional  stockholders  regularly vote in support of
such proposals. Nevertheless, GM strongly believes that the reasons set forth in
its Proxy Statement (copy attached) and the additional reasons set forth in this
letter warrant your vote AGAINST Stockholder Proposal No. 8.

   Reasons to Vote AGAINST Stockholder Proposal No. 8:

   1. GM's  Board  consists  of a  majority  of  independent  directors  and the
      Corporation's  By-Laws  require that such a majority be  maintained at all
      times in accordance with published guidelines concerning the definition of
      "independent  director."  Directors are all elected annually - GM does not
      have a  staggered  board.  The  Corporation's  commitment  to  independent
      directors who are all elected annually  demonstrates  that entrenchment is
      not something to be feared by stockholders.

   2. GM's Board has demonstrated  its commitment to sound corporate  governance
      principles through the adoption of governance  guidelines widely respected
      among institutional investors and in corporate governance circles.

   3. GM's Board has demonstrated  that  entrenchment is not an objective of its
      policies  and  practices  and that its actions have been  consistently  in
      favor of  returning  value to  stockholders,  -- witness the more than $35
      billion  which GM's Board has  returned to  stockholders  in the last five
      years in the form of  dividends,  spin-offs,  exchange  offers  and  stock

   4. Management of GM would not recommend  that the Board of Directors  adopt a
      Stockholder Rights Plan unless that plan included a TIDE's provision.

A TIDE's provision establishes a committee of independent directors of the board
who reviews the stockholder  rights plan every three years and, if a majority of
the members of that  committee  deems it  appropriate,  recommend  that the full
board  modify or terminate  the plan.  Deliberations  of such a committee  would
require a tri-annual  engagement of  investment  bankers and lawyers to evaluate
the company's performance, markets and developments in corporate law relating to
stockholder rights plans in order to provide a report and recommendations to the
committee  for its  consideration.  Action to modify or terminate the plan would
require the vote of a majority of the full board of  directors  unless the terms
of the plan  require  greater  than a  majority  of the  directors  to take such

GM does not currently  have a stockholder  rights plan. We believe that periodic
review by  independent  directors is preferable to requiring  that  stockholders
approve any new rights plan or any  continuation or extension of any rights plan
if one were to be adopted by General Motors.

A TIDE's provision  featured in any General Motors Stockholder Rights Plan would
be similar to those  employed  by J.C.  Penney and  Applied  Materials  in their
Rights Plan.  As you may know, a majority of the  stockholders  of both of these
companies  voted to oppose  stockholder  proposals for the adoption of anti-pill
by-laws.  Moreover, as a general principle,  GM management would not recommend a
rights  plan  which  contains  provisions   generally   considered   stockholder
"unfriendly"  --  such  as  a  dead  hand   provision,   a  low  trigger  or  an
extraordinarily long life.

The  General  Motors  Board has  established  a strong  record of  independence,
commitment to stockholder value and progressive corporate governance. We believe
this  record and the  assurance  herein  that if a  Stockholder  Rights  Plan is
adopted  by GM it will  contain  a  TIDE's  provision  and not  have the type of
"stockholder  unfriendly"  provision referred to above, warrants your support of
the Board's opposition to Stockholder Proposal No. 8.

Very truly yours,

Warren G. Andersen


MC 482-C23-D24 300 Renaissance Center P.O. Box 300 Detroit, Michigan 48265-3000

                                                                    Attachment A
                                   Item No. 8

      John  Chevedden,  2215 Nelson Ave., No. 205,  Redondo  Beach,  CA 90278,
owner of 50 shares of  Common  Stock,  has given  notice  that he  intends  to
present for action at the annual meeting the following resolution:
at 24 MAJOR COMPANIES in 2000
"General Motors Corporation shareholders request a bylaw for shareholder vote to
be required to adopt or maintain a poison pill.
      "Currently  the General  Motors  board can adopt a poison pill at any time
without a shareholder vote.
"Why require a shareholder vote to adopt or maintain a poison pill?
 o "Pills give  directors  absolute  veto power over any proposed business
   combination, no matter how beneficial it might be for shareholders.
      Power and Accountability
      By Nell Minow and Robert Monks
o  "Shareholder  right to vote on  poison  pill  proposals  won an  overall  57%
   APPROVAL from shareholders at 24 major companies in 2000.
      Investor Responsibility Research Center
o  "According to the Investor Responsibility Research Center this proposal topic
   by this same proponent,  John Chevveden,  Redondo Beach, Calif. won more than
   60%  shareholder  approval at the Delphi  Automotive  Systems May 2000 annual
o  "The Council of Institutional Investors ( recommends: Shareholder
   approval of all poison pills,  General  Motors is 41%-owned by  institutional
   investors.  These institutional investors have a fiduciary duty to cast their
   vote giving  priority to their  client's best interest ahead of GM management
"Negative Effects of Poison Pills on stock value
"A study by the  Securities  and Exchange  Commission  found  evidence  that the
negative  effect of poison  pills to deter  profitable  takeover  bids  outweigh
      "Source:  Office  of  the  Chief  Economist,   Securities  and  Exchange
Commission,  The Effect of Poison Pills on the Wealth of Target  Shareholders,
October 23, 1986.
      "A study by Professor John Pound of Harvard's  Corporate  Research Project
found higher corporate performance when there was no poison pill.
      "Source:  Governance  Matters:  An Empirical  Study of the  Relationship
Between Corporate Governance and Corporate Performance (June 1991).
      "Many  institutional  investors believe poison pills should be voted on by
shareholders.   At  a  minimum,   many  institutional   investors  believe  that
shareholders  should have the right to vote on the need of such a powerful tool,
which can entrench existing management.
      "A poison pill can insulate  management at the expense of shareholders.  A
poison pill is such a powerful tool that shareholders  should be able to vote on
whether it is appropriate.
      "I believe the right for a shareholder  vote on poison pills will avoid an
unbalanced concentration of power in the directors who could restrict the rights
of shareholders.

                          at 24 MAJOR COMPANIES IN 2000
                        SHAREHOLDER VOTE ON POISON PILLS
                                    YES ON 8"

      The Board of Directors favors a vote AGAINST the adoption of this proposal
for the following reasons:
      The Board of Directors believes that the action requested in this proposal
is  unnecessary  and  ill-advised.  The  Board of  Directors  has not  adopted a
shareholder  rights plan  (sometimes  called a "poison pill") and has no present
intention to adopt one. Circumstances could arise in the future,  however, where
the  adoption  of such a plan  would be an  important  tool for  protecting  the
interests of the  Corporation's  stockholders  in compliance  with the fiduciary
duties  of the  Board  of  Directors.  Requiring  stockholder  approval  for the
adoption of a rights plan would  impede the ability of the Board of Directors to
use such a plan for the benefit of stockholders when circumstances warrant.
      Rights  plans  are  designed  to  strengthen  the  ability  of a board  of
directors,  in the exercise of its  fiduciary  duties,  to maximize  shareholder
value and protect stockholders from unfair and abusive takeover tactics. That is
why more than 2,000 companies,  including more than half of the companies in the
S&P 500 Index, have adopted some type of rights plans.
      Contrary to the proponent's suggestion, the ability to adopt a shareholder
rights  plan does not give a board of  directors  absolute  veto  power over any
business  combination.  Rather,  in upholding the legal  validity of shareholder
rights  plans,  the  Delaware  Supreme  Court has made it clear  that a board is
required  to act in  accordance  with  its  fiduciary  duties  in  adopting  and
maintaining a rights plan. As a result, rights plans neither prevent unsolicited
proposals  from being made nor prevent  companies  from being acquired at prices
that are fair and adequate.  In fact, a study of takeover data from 1992 through
1996 by Georgeson & Company,  a nationally  recognized  proxy  solicitation  and
investor  relations  firm,  found that the  presence  of a rights  plan  neither
increased  the  likelihood  of defeat of an  unsolicited  takeover  proposal nor
reduced  the  likelihood  of a company  becoming  a  takeover  target.  The same
Georgeson & Company study found that the premiums paid to acquire companies with
rights plans averaged eight percentage points higher than premiums for companies
without such plans.
      In  recommending  a vote against the proposal,  the Board of Directors has
not determined that a rights plan should be adopted by the Corporation. Any such
determination  would be made only after  careful  deliberation,  in light of all
circumstances  then  prevailing  and in the  exercise of the  Board's  fiduciary
duties. In this regard, it should be noted that the Board of Directors  consists
of a majority of directors  who are not employees of the  Corporation,  and that
the Board is not staggered but is elected in its entirety annually.
      The  recommendation  against the  proposal is based on the Board's  belief
that it would not be wise to limit  flexibility of the Board of Directors to act
in the best interests of GM  stockholders if  circumstances  arise in the future
that would warrant the adoption of a rights plan.
      The Board of Directors  favor 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.