AMENDMENT
                             As of October 26, 2003,
                                       TO
                                       THE
                                MASTER AGREEMENT
                                     BETWEEN
                                   FIAT S.p.A.
                                       AND
                           GENERAL MOTORS CORPORATION
                           Dated as of March 13, 2000
                                       and
                           Amended as of July 24, 2000







AMENDMENT dated as of October 26, 2003 (this "Amendment"), between Fiat S.p.A.,
a corporation organized under the laws of Italy ("Fiat"), and General Motors
Corporation, a Delaware corporation ("General Motors"), to the Master Agreement
entered into between such parties as of March 13, 2000, and amended as of July
24, 2000 (the "Agreement").

WHEREAS, the parties have determined that it is desirable and in their best
interests to amend certain provisions of the Agreement to provide that the time
period representing the Put Period (as defined in the Agreement) shall commence
on January 24, 2005 and extend through to and including July 23, 2010 and to
conform certain other provisions of the Agreement affected by the postponement
of the Put Period;

WHEREAS, the parties have, concurrently with the execution of this Amendment,
entered into a Standstill Agreement (the "Standstill Agreement") of even date
herewith;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements herein contained, and intending to be legally bound hereby, Fiat and
General Motors hereby amend the Agreement as follows:

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.0. Except as otherwise specifically provided for herein, capitalized
terms used in this Amendment shall have the same meaning as those used in the
Agreement.

SECTION 1.1. The provisions of Sections 1.03, 10.02 (as in effect on the date
hereof), 10.03, 10.06, 10.07, 10.08, 10.09, 10.10 and 10.11 of the Agreement
shall apply with equal force and effect to this Amendment.

                                   ARTICLE II

                                   AMENDMENTS

SECTION 2.0. The sections of the Master Agreement referred to in the below
numbered paragraphs are hereby amended by deleting those words shown below as
being stricken and by adding those words shown below that are in bold and
underlined:


1)    Section 8.02 (a): "If Fiat, at any time after the first anniversary of the
      Closing Date and prior to the ninth tenth anniversary thereof . . ."

2)    Section 8.02 (f): "At any time on or after the ninth tenth anniversary of
      the Closing Date and for a period of ten years thereafter, subject to
      Section 8.06 hereof, but in no event after the nineteenth twentieth
      anniversary of the Closing Date . . ."

3)    Section 8.03 (a): "On two occasions (excluding any put pursuant to Section
      8.07) after the date in the 42nd 54th month following the Closing Date
      which corresponds to the Closing Date and prior to the ninth tenth
      anniversary of the Closing Date . . ."

4)    Section 8.05: "From and after the ninth tenth anniversary hereof, subject
      to Section 8.06, the shares of Fiat Auto Holdings Common Stock held by
      Fiat and General Motors and shares of Fiat Auto Common Stock held by Fiat
      Auto Holdings shall be freely transferable."

5)    Section  8.06:  "No later than the sixth  month prior to the ninth tenth
                                                                         -----
      anniversary  hereof,  the chief  executive  officers of Fiat and General
      Motors shall meet at a mutually  convenient time and place to discuss in
      good faith the  extension of the rights and  obligations  of the parties
      pursuant to Sections  8.02,  8.03 and 8.04  hereof...  provided  that it
      shall not be entitled  to elect to extend  such  period  beyond the 19th
      20th anniversary of the Closing."
      ----

SECTION 2.1. In the event that General Motors or any of its Subsidiaries
exercise any legal remedy (including seeking resolution of a dispute under
Section 10.08 of the Master Agreement) or initiate any litigation, action,
complaint or other legal proceeding against Fiat or any of its Affiliates, Fiat
may elect, in its sole discretion, by delivering written notice to General
Motors, to accelerate the commencement of the Put Period, in which case Section
8.03 of the Agreement shall be amended, without any further action of the
parties being required, so that the Put Period shall commence on the later of
(a) January 24, 2004 and (b) the 45th day after the date on which General Motors
or any of its Subsidiaries exercised such remedy or initiated such litigation,
action, complaint or other legal proceeding against Fiat or any of its
Affiliates, as the case may be.

SECTION 2.2. The parties hereby agree that the amendments described in this
Amendment to the Agreement are the only amendments agreed upon and that all
other terms, conditions and provisions of the Agreement not specifically changed
by the terms of the Amendment shall remain in full force and effect.


IN WITNESS WHEREOF, Fiat and General Motors have caused this Agreement to be
executed as of the date first written above by their duly authorized officers.

                              FIAT S.p.A.

                              By:
                                    ------------------------------------
                              Name:  Giuseppe Morchio
                              Title: Chief Executive Officer


                              GENERAL MOTORS CORPORATION

                              By:
                                    ------------------------------------
                              Name:  John M. Devine
                              Title: Vice  Chairman  and
                                     Chief  Financial Officer