S-3

      As filed with the Securities and Exchange Commission on September 1, 2000

Registration No. 333 —__________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware	38-0572515
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Peter R. Bible
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Robert L. Messineo, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 Warren G. Andersen, Esq.
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265
(313) 665-4921 John A. Marzulli, Jr., Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement.

      If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of	Amounts to be		Proposed Maximum		Proposed Maximum		Amount of
Securities to be Registered	Registered		Offering Price Per Unit(1)		Aggregate Offering Price(1)		Registration Fee(1)
Common Stock, par value $1-2/3 per share		42,000,000	$	72.13	$	3,029,460,000	$	799,777.44

      (1) Pursuant to Rule 457(c) under the Securities Act of 1933, the proposed maximum aggregate offering price and the registration fee are based upon the average of the high and low prices per share of the Registrant’s Common Stock reported on the NYSE on August 25, 2000.

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated September 1, 2000

PRELIMINARY PROSPECTUS

General Motors Corporation

42,000,000 Shares

of

Common Stock, par value $1-2/3 per share

_____________________

      The selling stockholder identified on page 3 is offering to sell up to 32,053,422 shares of our common stock, par value $1-2/3 per share. We will not receive any of the proceeds from such sales. In addition, we are registering 9,946,578 shares of our common stock, par value $1-2/3 per share, which we may issue from time to time to settle certain derivative transactions.

      The selling stockholder may sell its shares of common stock, par value $1-2/3 per share, from time to time on terms to be determined at the time of sale.

      To the extent required, the specific shares of common stock, par value $1-2/3 per share, to be sold and the terms of the offering with respect to a particular sale will be set forth in an accompanying prospectus supplement. We have paid substantially all of the costs of this offering, estimated at $840,452.

      The selling stockholder and any broker-dealers, agents or underwriters that participate in the distribution of the common stock, par value $1-2/3 per share, may be deemed to be underwriters under the Securities Act of 1933, as amended. Any commission received by them and any profit on the resale of the common stock, par value $1-2/3 per share, purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

      Our common stock, par value $1-2/3 per share, is quoted on the New York Stock Exchange and traded under the symbol “GM.” On August 31, 2000, the reported last sale price for our common stock, par value $1-2/3 per share, was $72.19 per share.

_________________

      Investing in our common stock involves risks. See the documents that we file with the Securities and Exchange Commission that are incorporated by reference in this prospectus for a discussion of certain risks and uncertainties that you should consider.

_______________

      Neither the Securities and Exchange Commission nor any state commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

________________

The date of this prospectus is September  , 2000.

TABLE OF CONTENTS

Registration Rights Agreement

Opinion of Warren G. Andersen

Consent of Independent Auditors

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		1
THE COMPANY		3
USE OF PROCEEDS		3
SELLING STOCKHOLDER		3
PLAN OF DISTRIBUTION		4
LEGAL MATTERS		5
EXPERTS		5

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WHERE YOU CAN FIND MORE INFORMATION

      General Motors Corporation is subject to the information requirements of the Securities Exchange Act of 1934 and files reports and other information with the Securities and Exchange Commission. You may inspect and copy reports and other information at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of the SEC located at 7 World Trade Center, Room 1300, 13th Floor, New York, NY 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. You can also obtain copies of these materials by mail from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The public may obtain information on the operation of the Public Reference Section of the SEC by calling the SEC at 1-800-SEC-1330. Reports and other information are also available at a website maintained by the SEC that contains reports, proxy and information statements and other information that registrants files electronically with the SEC. The address of this site is: http://www.sec.gov. Our common stock, par value $1-2/3 per share, is quoted on the New York Stock Exchange under the symbol “GM.”

      We have filed with the SEC a Registration Statement on Form S-3 under the Securities Act with respect to the offering of these securities. This prospectus does not contain all of the information contained in the Registration Statement. For further information about General Motors Corporation and our common stock, par value $1-2/3 per share, please see our Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to “incorporate by reference” into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of this prospectus. Any and information that we file later with the SEC will automatically update and supersede previously filed information including information contained in this document.

      We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13 (c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering has been completed.

1.	Our Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (including certain information in our definitive proxy statement for the 2000 annual meeting of stockholders);
2.	Our Current Report on Form 8-K, dated August 2, 1999 (filed January 14, 2000);
3.	Our Current Report on Form 8-K, dated January 13, 2000;
4.	Our Current Report on Form 8-K, dated January 20, 2000;
5.	Our Current Report on Form 8-K, dated February 1, 2000;
6.	Our Current Report on Form 8-K, dated February 25, 2000;
7.	Our Current Report on Form 8-K, dated March 1, 2000;
8.	Our Current Report on Form 8-K, dated March 6, 2000;
9.	Our Current Report on Form 8-K, dated March 7, 2000;
10.	Our Current Reports on Form 8-K, dated March 13, 2000;
11.	Our Current Reports on Form 8-K, dated March 31, 2000;
12.	Our Current Report on Form 8-K, dated April 13, 2000;
13.	Our Amended Current Report on Form 8-K/A, dated April 18, 2000;

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14.	Our Current Report on Form 8-K, dated April 27, 2000;
15.	Our Current Report on Form 8-K, dated May 2, 2000;
16.	Our Current Report on Form 8-K, dated May 4, 2000;
17.	Our Current Reports on Form 8-K, dated May 9, 2000;
18.	Our Quarterly Report on Form 10-Q for the period ended March 31, 2000, filed with the SEC on May 15, 2000;
19.	Our Current Reports on Form 8-K, dated June 6, 2000;
20.	Our Current Report on Form 8-K, dated June 12, 2000;
21.	Our Current Report on Form 8-K, dated July 25, 2000;
22.	Our Quarterly Report on Form 10-Q for the period ended June
	30, 2000 filed with the SEC on August 14, 2000;
23.	Our Current Report on Form 8-K, dated August 16, 2000;
24.	Our Current Report on Form 8-K, dated August 24, 2000;
25.	Our description of the $1 2/3 Par Value Common Stock set forth in Article Fourth of the GM Restated Certificate of Incorporation, as amended, filed as Exhibit 3(i) to our Current Report on Form 8-K, dated June 24, 1999.

      We will furnish without charge to each person, including any beneficial owner, to whom this prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits (unless an exhibit is specifically incorporated in this prospectus by reference). You may obtain some of the documents incorporated by reference in this document at GM’s Internet World Wide Web site, http://www.gm.com by selecting “The Company” and then selecting “Investor Information.” The information on our World Wide Web site is not part of this prospectus. Written and telephone requests for any of these documents should be directed to us at: GM Fulfillment Center, MC 480-000-FC1, 30200 Stephenson Hwy., Madison Heights, MI 48071; telephone (313) 667-1500, select menu option #2.

      No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained or incorporated by reference in this prospectus, and, if given or made, that information or those representations must not be relied upon as having been authorized by General Motors Corporation or the selling stockholder. This prospectus does not constitute an offer to sell or a solicitation or an offer to buy any securities other than those specifically offered in this prospectus or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where that offer or solicitation would be unlawful. Neither the delivery of this prospectus, nor any sale made under this prospectus shall, under any circumstances, create any implication that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to their respective dates.

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THE COMPANY

      Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000 and our telephone number is (313) 556-5000. Unless otherwise indicated or the context otherwise requires, all references to “General Motors”, “GM”, “we” or “us” include General Motors Corporation and its direct and indirect subsidiaries.

USE OF PROCEEDS

      We will not receive any of the proceeds from the sale of the shares of common stock, par value $1-2/3 per share, which may be offered by the selling stockholder identified in this prospectus or any supplement hereto. The shares of common stock, par value $1-2/3 per share, which may be offered by GM are to be issued in settlement of certain derivative transactions that have been or may be entered into by GM, in lieu of cash settlement of such transactions, and, accordingly, the issuance of those shares will not otherwise generate proceeds to GM.

SELLING STOCKHOLDER

      We issued 32,053,422 shares of General Motors common stock, par value $1-2/3 per share, to the selling stockholder, Fiat Auto Partecipazioni S.p.A., in July 2000 in connection with our industrial alliance with Fiat S.p.A. formed pursuant to a Master Agreement, dated as of March 13, 2000. The selling stockholder is a wholly owned subsidiary of Fiat S.p.A. These 32,053,422 shares of our common stock, par value $1-2/3 per share, may be offered by the selling stockholder or its permitted transferees pursuant to this prospectus or any supplement hereto.

      As part of this transaction, we also entered into a registration rights agreement with Fiat S.p.A., dated as of July 24, 2000, pursuant to which we agreed to file a registration statement under the Securities Act of 1933 to register the resale of the shares of our common stock, par value $1-2/3 per share, issued to the selling stockholder, and to keep this registration statement effective for as long as permitted by Rule 415 under the Securities Act, but not later than July 24, 2002. However, our obligation to keep this registration statement effective will terminate sooner in certain circumstances specified in the registration rights agreement.

      The following table sets forth the number of shares beneficially owned by the selling stockholder. No estimate can be given as to the number of shares that will be held by the selling stockholder after completion of the offering of shares by this prospectus or any supplement hereto because the selling stockholder may offer all, some or none of the shares. There currently are no agreements, arrangements or understandings with respect to the sale of any of the shares other than as provided in the registration rights agreement.

			Number of		Percent of Outstanding
	Number of Shares		Shares Registered		Shares Beneficially Owned
Name of Selling Stockholder	Beneficially Owned		for Sale Hereby		After Offering
Fiat Auto Partecipazioni S.p.A.		32,053,422		32,053,422		0	%(1)

(1) Assuming all of the selling stockholder’s shares offered by this prospectus are sold in the offering.

      Other than the industrial alliance described above, the selling stockholder listed above has had no material relationship with us or any of our affiliates within the past three years.

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PLAN OF DISTRIBUTION

      GM is registering 32,053,422 shares on behalf of the selling stockholder named above. All of such shares were issued by us to the selling stockholder in connection with our industrial alliance with Fiat S.p.A. The selling stockholder named above or its permitted transferees under the registration rights agreement (collectively, the “Selling Stockholders”) may sell their shares from time to time in one or more transactions. The Selling Stockholders will act independently of GM in making decisions with respect to the timing, manner and size of each sale.

      The sales may be made on any national securities exchange or quotation service on which the shares may be listed at the time of sale or in the over-the-counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in privately negotiated transactions. The Selling Stockholders may effect such transactions by selling the shares to or through underwriters, broker-dealers or agents. The shares may be sold by one or more of, or a combination of, the following:

• a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by such broker-dealer for its account pursuant to this prospectus;

• an exchange distribution in accordance with the rules of such exchange;

• ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• in privately negotiated transactions; and

• in underwritten offerings.

      To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

      In effecting sales, broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in the resales. The Selling Stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with Selling Stockholders. The Selling Stockholders also may sell shares short and redeliver the shares to close out such short positions. The Selling Stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the shares. The broker-dealer may then resell or otherwise transfer such shares pursuant to this prospectus. The Selling Stockholders also may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the shares so loaned, or upon a default the broker-dealer may sell the pledged shares pursuant to this prospectus.

      Broker-dealers or agents may receive compensation in the form of commissions, discounts or concessions from Selling Stockholders. Broker-dealers or agents may also receive compensation from the purchasers of the shares for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular broker-dealer might be in excess of customary commissions and will be in amounts to be negotiated in connection with the sale. Broker-dealers or agents and any other participating broker-dealers or the Selling Stockholders may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with sales of the shares. Accordingly, any such commission, discount or concession received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting discounts or commissions under the Securities Act.

      The Selling Stockholders have advised GM that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the Selling Stockholders. The shares will be sold through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. GM will make copies of this prospectus available to the Selling Stockholders and has informed them of the need for delivery of copies of this prospectus to purchasers or to the New York Stock Exchange, as applicable, at or prior to the time of any sale of the shares.

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      GM will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act upon being notified by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer or through an underwritten offering. Such supplement will disclose:

• the name of each such Selling Stockholder and of the participating broker-dealer(s);

• the number of shares involved;

• the price at which such shares will be offered for sale;

• the commissions to be paid or discounts or concessions to be allowed to such broker-dealer(s), where applicable; and

• other facts material to the transaction.

      Our registration rights agreement with Fiat Auto Partecipazioni S.p.A. provides for indemnification by GM of the Selling Stockholders and their respective directors, officers and controlling persons against liabilities in connection with the offer and sale of the shares of our common stock, par value $1-2/3 per share, including liabilities under the Securities Act, and requires us to contribute to payments that the Selling Stockholders and their respective directors, officers, and controlling persons may be required to make in respect thereof. The registration rights agreement also provides that, in certain instances, the Selling Stockholders will first negotiate with GM regarding GM’s repurchase of shares before offering the shares for sale to others.

      GM is registering 9,946,578 shares of its common stock, par value $1-2/3 per share, to issue in settlement of certain derivative transactions that it has entered into or may enter into, if GM elects to settle such transactions by delivery of shares of its common stock, par value $1-2/3 per share. In these derivative transactions, GM will typically purchase for cash from a financial institution shares of its common stock, par value $1-2/3 per share, and be obligated to deliver to the financial institution at a specified future date any difference in the notional value of such shares, based on trading prices to be determined during a prescribed period before such date. GM has the option to settle these derivative obligations either in cash or through delivery of shares of its common stock, par value $1-2/3 per share.

      GM will bear all costs, expenses and fees in connection with the registration of the shares offered pursuant to this prospectus. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sales of the shares owned by them. The Selling Stockholders may agree to indemnify any broker-dealer or agent that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

      Warren G. Andersen, Attorney, Legal Staff of General Motors Corporation, will pass upon the validity of the common stock, par value $1-2/3 per share, being offered pursuant to this prospectus. Mr. Andersen beneficially owns shares of GM common stock, par value $1-2/3 per share, including shares subject to options.

EXPERTS

      The consolidated financial statements and the related financial statement schedule of General Motors Corporation as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, included in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 1999 and incorporated by reference in this document, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated by reference in this document, and have been so incorporated in reliance upon the report of Deloitte & Touche LLP given upon their authority as experts in accounting and auditing.

      The financial statements of Hughes Electronics Corporation as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, included in Exhibit 99 to the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 1999 and incorporated by reference in this document, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated by reference in this document, and have been so incorporated in reliance upon the report of Deloitte & Touche LLP given upon their authority as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

      The estimated amounts of the expenses of and related to the offering are as follows:

Registration Fee — Securities and Exchange Commission	$	799,777
Accounting fees and expenses	$	20,000
Legal fees and expenses	$	20,000
Printing and engraving expenses	$	—
Miscellaneous	$	675
Total	$	840,452

Item 15. Indemnification of Directors and Officers

      Delaware General Corporation Law

      Under Section 145 of the Delaware General Corporation Law, General Motors is empowered to indemnify its directors and officers in the circumstances therein provided. Certain portions of Section 145 are summarized below:

      Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

      Section 145(b) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

      Section 145(c) of the Delaware General Corporation Law provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

      Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case

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upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

      Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

      Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

      Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s capacity as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

Restated Certificate of Incorporation, as amended

      The GM Restated Certificate of Incorporation, as amended, provides that no director of General Motors shall be personally liable to General Motors or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to General Motors or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174, or any successor provision thereto, of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

By-Laws

      Under Article V of the GM By-Laws, General Motors shall indemnify and advance expenses to every director and officer (and to such person’s heirs, executors, administrators or other legal representatives) in the manner and to the full extent permitted by applicable law as it presently exists, or may hereafter be amended, against any and all amounts (including judgments, fines, payments in settlement, attorneys’ fees and other expenses) reasonably incurred by or on behalf of such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such director or officer was or is made or is threatened to be made a party or is otherwise involved by reason of the fact that such person is or was a director or officer of General Motors, or is or was serving as a director, officer, employee, fiduciary or member of any other corporation, partnership, joint venture, trust, organization or other enterprise. General Motors shall not be required to indemnify a person in connection with such action, suit or proceeding initiated by such person if it was not authorized by the GM Board of Directors. General Motors shall pay the expenses of directors and officers incurred in defending any such actions or proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under Article V of the GM By-Laws or otherwise. If a claim for indemnification or advancement of expenses by an officer or director under Article V of the GM By-Laws is not paid in full within ninety days after a written claim therefor has been received

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by General Motors, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action General Motors shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law. The rights conferred on any person by Article V of the GM By-Laws shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the GM Restated Certificate of Incorporation, as amended, or the GM By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.

Insurance

      General Motors is insured against liabilities which it may incur by reason of Article V of the GM By-Laws. In addition, directors and officers are insured, at GM’s expense, against liabilities which might arise out of their employment and which are not subject to indemnification under Article V of the GM By-Laws.

      Pursuant to a resolution adopted by the GM board on December 1, 1975, General Motors to the fullest extent permissible under law will indemnify, and has purchased insurance on behalf of, directors or officers of General Motors, or any of them, who incur or are threatened with personal liability, including expense, under ERISA or any amendatory or comparable legislation or regulation thereunder.

Item 16. Exhibits

      The Exhibits to this registration statement are listed in the Index to Exhibits on page II-7.

Item 17. Undertakings

1. The undersigned registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made hereunder, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment hereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement or amendment hereto to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on September 1, 2000.

GENERAL MOTORS CORPORATION

By:	/s/WARREN G. ANDERSEN
	Warren G. Andersen
	Assistant Secretary

POWER OF ATTORNEY

      The undersigned officers and directors of General Motors Corporation (GM), hereby constitute and appoint Warren G. Andersen, Martin I. Darvick, Anne T. Larin, William R. Kager, and Kelly K. Francis, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities (including his or her capacity as an officer and director of GM), to sign this registration statement and any or all amendments (including post-effective amendments) to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on August 1, 2000 and September 1, 2000 in the capacities indicated.

SIGNATURE	CAPACITY
/s/JOHN F. SMITH, JR. (John F. Smith, Jr.)	Chairman of the Board of Directors
/s/HARRY J. PEARCE	Vice Chairman of the Board of Directors
(Harry J. Pearce)
/s/G. RICHARD WAGONER, JR.	President, Chief Executive Officer and Director
(G. Richard Wagoner, Jr.)
/s/JOHN D. FINNEGAN	Executive Vice President and Acting Chief
John D. Finnegan	Financial Officer/Principal Financial Officer
/s/ ERIC A. FELDSTEIN
Eric A. Feldstein	Vice President and Treasurer/Principal Financial Officer

II-5

/s/WALLACE W. CREEK
Wallace W. Creek Comptroller/Principal Accounting Officer

/s/PETER R. BIBLE (Peter R. Bible)	Assistant Comptroller and Chief Accounting Officer/Principal Accounting Officer
/s/PERCY BARNEVIK (Percy Barnevik)	Director
/s/JOHN H. BRYAN (John H. Bryan)	Director
/s/THOMAS E. EVERHART (Thomas E. Everhart)	Director
/s/GEORGE M.C. FISHER (George M.C. Fisher)	Director
/s/NOBUYUKI IDEI (Nobuyuki Idei)	Director
/s/KAREN KATEN (Karen Katen)	Director
/s/J. WILLARD MARRIOTT, JR. (J. Willard Marriott, JR.)	Director
/s/ECKHARD PFEIFFER (Eckhard Pfeiffer)	Director
/s/LLOYD D. WARD (Lloyd D. Ward)	Director
/s/DENNIS WEATHERSTONE (Dennis Weatherstone)	Director

II-6

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Page No.
4.1	Registration Rights Agreement, dated as of July 24, 2000, between	II-8
	General Motors Corporation, Fiat Auto Partecipazioni S.p.A. and Fiat
	S.p.A.
5.1	Opinion of Warren G. Andersen, Esq.	II-34
23.1	Consent of Independent Auditors.	II-36
23.2	Consent of Warren G. Andersen, Esq. (included in the opinion of Warren	N/A
	G. Andersen, Esq., filed as Exhibit 5.1)
24.1	Power of Attorney (included on page II-5 of this registration statement).	N/A

II-7

  EX-4.1 2 k57292ex4-1.txt REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of July 24, 2000, among GENERAL MOTORS CORPORATION, a Delaware corporation ("General Motors"), and FIAT AUTO PARTECIPAZIONI S.P.A., a corporation organized under the laws of Italy ("FAP"), and FIAT S.P.A., a corporation organized under the laws of Italy ("Fiat"). W I T N E S S E T H: WHEREAS, General Motors and Fiat have entered into a Master Agreement dated as of March 13, 2000, as amended on the date hereof (the "Master Agreement"), pursuant to which, among other things, General Motors has agreed to issue and sell, and Fiat has agreed to purchase, on the terms and subject to the conditions set forth therein, 32,053,422 shares (the "Shares") of Common Stock, par value $1-2/3 per share, of General Motors; and WHEREAS, FAP is a wholly-owned indirect Subsidiary of Fiat and, as permitted by the Master Agreement, has been designated by Fiat to purchase the Shares; and WHEREAS, as contemplated by the Master Agreement and as a condition to Fiat's obligation to consummate the transactions contemplated under the Master Agreement, General Motors has agreed to provide certain registration rights with respect to the Shares; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is hereby agreed as follows: 1. Definitions. The following terms have for purposes of this agreement the meanings set forth below: "Beneficial Ownership" of securities with respect to a Person shall mean beneficial ownership within the meaning of Regulation 13D-G, as amended from time to time, under the Exchange Act and "Beneficially Own" shall have a like meaning. "Broker-Dealer" means a broker or dealer registered with the SEC as such under the Exchange Act or a "bank" as defined in the Exchange Act. "Common Stock" means the $1-2/3 Par Value Common Stock of General Motors or any shares of common stock of General Motors or any successor thereto issued in exchange for or in replacement of such shares in connection with a recapitalization, merger, consolidation, reorganization or other similar transaction to which General Motors is a party. II-8 2 "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Daily Volume Limitation" shall mean in respect of a sale or other disposition by Fiat or any of its Subsidiaries of securities of the same class as Registrable Securities a number of securities equal as of any particular date to 25% of the average reported daily trading volume in the class of Registrable Securities reported on all exchanges on which such class of securities are traded over the Trading Days during the four calendar weeks ended before such particular date. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor provision of law. "Holder" shall mean FAP as the initial holder of the Shares (and subsequently of any other Registrable Securities) and, if Fiat or any Subsidiary of Fiat becomes a holder of Shares or other Registrable Securities as permitted by this Agreement and an assignee of rights hereunder, shall also mean Fiat or such Subsidiary, as the case may be, as such holder. If there shall at any time be more than one Holder, then any reference herein to "the Holder" in connection with any offering or sale or planned offering or sale of Registrable Securities shall refer to such Holder participating in, or to all such Holders as participate in, such offering or sale and otherwise shall refer to all the Holders collectively, for which purpose all liabilities and obligations hereunder of Holders shall be joint and several and all rights hereunder of any Holder and of all Holders may be exercised as and only as provided in Section 7 hereof. "Hedging Transactions" in respect of a security (or any security convertible into or exchangeable for or exercisable for such security) shall mean any transaction intended to reduce the economic risk of ownership of such security (including, without limitation, a loan of securities, the sale of any option or contract to purchase or the purchase of any option or contract to sell or the entry into any contract the value of which is derived from the value of such security) and that would directly or indirectly (including as a result of offsetting transactions entered into by any counterparty), have the effect (or substantially the economic equivalent effect) on the public market for such security of selling short such securities. "Person" shall mean an individual, corporation, limited liability company, partnership, limited partnership, syndicate, person, trust, association or entity or government, political subdivision, agency or instrumentality of a government. II-9 3 "Registrable Securities" means at any time (a) the Shares and (b) any shares of Common Stock or other securities issued (including, without limitation, by means of a dividend) with respect to, in replacement of or in exchange for any of the Shares or any other Registrable Securities where such issuance to the Holder was not registered under the Securities Act, in each case owned at such time by a Holder. No shares of Common Stock or other securities of the same class as Registrable Securities that shall at any time be acquired by Fiat or any of its Subsidiaries (other than the Shares or any shares of Common Stock issued with respect to, in replacement of or in exchange for any of the Shares or any other Registrable Securities) shall be Registrable Securities. As to any particular Registrable Securities at any time after the date hereof held by the Holder, such securities shall cease to be Registrable Securities when they have been sold or otherwise transferred by the Holder to any Person other than to Fiat or any of its Subsidiaries or when they have otherwise ceased to be outstanding. "Registration Expenses" means all expenses incident to registration of the Registrable Securities hereunder, including, without limitation, (a) all SEC and any NASD registration and filing fees and expenses, (b) all fees and expenses in connection with the registration or qualification of the Registrable Securities for offering and sale under the securities or "Blue Sky" laws of any state or other jurisdiction of the United States of America and, in the case of an underwritten offering, determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriter or underwriters may designate, including reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such registrations or qualifications and determination, (c) all expenses relating to the preparation, printing, distribution and reproduction of the registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Registrable Securities in a form for delivery for purchase pursuant to such registration or qualification and the expenses of printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any "Blue Sky" or legal investment memoranda, any selling agreements and all other documents to be used in connection with the offering, sale or delivery of Registrable Securities, (d) messenger, telephone and delivery expenses of General Motors and out-of-pocket travel expenses incurred by or for General Motors' personnel for travel undertaken for any "road show" made in connection with the offering of securities registered thereby, (e) fees and expenses of any transfer agent and registrar with respect to the delivery of any Registrable Securities and any escrow agent or custodian involved in the offering, (f) fees, disbursements and expenses of counsel and independent certified public accountants of General Motors incurred in connection with the registration, qualification and offering of the Registrable Securities (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), (g) fees, expenses and disbursements of any other persons retained by General Motors, including special experts retained by General Motors in connection with such registration, (h) Securities Act liability insurance, if General Motors desires such insurance and (i) the fees and expenses incurred in connection with the quotation or listing of shares of Registrable Securities on any securities exchange or automated securities quotation system. Any commissions, fees, discounts or, except as specified in II-10 4 the immediately preceding sentence, expenses of any underwriter incurred in connection with an underwritten offering of securities registered in accordance with this Agreement shall not be considered "Registration Expenses." "ROFO Expiration Date" shall mean the date of expiration of the Put Period (as such term is defined in the Master Agreement), including any extension thereof. "Rule 144" shall mean Rule 144 under the Securities Act as in effect on the date hereof and such rule as from time to time amended and any successor rule or regulation under the Securities Act. "Rule 144 Sale" shall mean a sale of Registrable Securities by a Holder made in compliance with Rule 144, provided that the Holder shall confirm to General Motors that such sale has been made pursuant to Rule 144 and not pursuant to the Shelf Registration Statement or any other registration statement filed pursuant to this Agreement by delivering a copy of Form 144 pertaining to such sale. "Rule 415" shall mean Rule 415 under the Securities Act as in effect on the date hereof and such rule as from time to time amended and any successor rule or regulation under the Securities Act. "SEC" shall mean the U.S. Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended, or any successor provision of law. "Series of Related Sales" shall mean any two or more sales of Registrable Securities that are related to each other as part of a plan or program by a Holder or Holders for the disposition of Registrable Securities. For purposes of determining if two or more sales of Registrable Securities are so related, if any sale of Registrable Securities is consummated within five Trading Days of any other sale of Registrable Securities, both such sales shall be deemed to be part of a Series of Related Sales unless the selling Holder or Holders show that the circumstances giving rise to a subsequent sale were not contemplated by the Holder or Holders to exist at the time it entered into the earlier sale, and in the case of any sale that is consummated more than five Trading Days after any other sale, the later sale shall be deemed not to be part of a Series of Related Sales unless made pursuant to a binding agreement existing at the time of the earlier sale. "Subsidiary" of any Person shall mean any corporation, partnership, joint venture or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. "Trading Day" shall mean a day on which the New York Stock Exchange is open for trading, except that for purposes of Section 2.1(d) hereof, if trading in shares of II-11 5 Common Stock is suspended at the time a Large Sale Notice is given (or within four hours thereafter) such day shall not be considered a Trading Day. "5% Holder" shall mean a Person which the Holder (or a Broker-Dealer or underwriter acting on behalf of the Holder), after reasonable inquiry, believes or should believe would, upon consummation of such sale (and without giving effect to any substantially simultaneous or planned sale of shares by such Person to any other Person), be the Beneficial Owner of 5% or more of the outstanding shares of Common Stock. Additional terms are defined below and shall have for purposes hereof the meaning ascribed thereto below. 2. Registration. General Motors shall, on the terms and conditions hereinafter provided, cause the offer and sale by the Holder of Registrable Securities to be registered with the SEC under the Securities Act and qualified under other applicable securities laws. 2.1 Shelf Registration. (a) Shelf Registration Statement. The Holder hereby requests that General Motors, and General Motors shall, subject to Section 2.8 hereof, use commercially reasonable efforts to prepare and file with the SEC and have declared effective as promptly as practicable a registration statement (the "Shelf Registration Statement") on Form S-3 under the Securities Act relating to the offer and sale by the Holder at any time and from time to time on a delayed or continuous basis in accordance with Rule 415, through such method or methods of distribution as the Holder shall select, and in accordance with this Agreement, but only after August 19, 2000, of all of the Registrable Securities, and, subject to Sections 2.8 and 3.2, General Motors shall use commercially reasonable efforts to keep the Shelf Registration Statement effective under the Securities Act for so long as permitted by Rule 415 or, if earlier, until the earlier of the time when no Holder owns any Registrable Securities or the second anniversary of the date hereof. In the event the Shelf Registration Statement cannot be kept effective for such period, General Motors shall, subject to Sections 2.8 and 3.2 hereof, use commercially reasonable efforts to prepare and file with the SEC and have declared effective as promptly as practicable another registration statement on the same terms and conditions as the initial Shelf Registration Statement and such registration statement shall be considered the Shelf Registration Statement for purposes hereof. General Motors shall supplement and amend the Shelf Registration Statement to include therein any securities other than the Shares that become Registrable Securities or to reflect changes in the manner of distribution reasonably requested by the Holder. It is understood and agreed that General Motors may also register for public offering and sale pursuant to the Shelf Registration Statement, initially or by amendment, securities other than Registrable Securities, but in doing so shall not limit or expand any Holder's rights hereunder (including any limitation arising by application of applicable rules under the Securities Act with respect to Registrable Securities sold pursuant to such Shelf Registration Statement by any Person other than a Holder). II-12 6 (b) Notice of Sale. Prior to effecting any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Holder shall give notice thereof to General Motors as hereinafter provided (a "Sale Notice") in order to permit General Motors to determine if sales of Registrable Securities at such time are permissible in accordance with Sections 2.4(a)(vii), 2.4(b), 2.4(c) and 2.8 hereof. A Sale Notice shall be given in accordance with Section 6 hereof by the Holder not later than 9:30 a.m., New York time, on a Trading Day to the Treasurer of General Motors and any designee thereof (as specified by notice given to the Holder in accordance with Section 6 hereof). If General Motors shall not have advised the Holder by 9:30 a.m. of the Trading Day following the day on which the Sale Notice is given that a sale of Registrable Securities pursuant to the Shelf Registration Statement is not permitted as aforesaid, the Holder shall be free to sell Registrable Securities pursuant to the Registration Statement. If a Sale Notice is delivered to General Motors after 9:30 a.m., New York time, it shall be considered effective as of 9:30 a.m., New York time, on the next Trading Day. (c) Right of First Offer. In the event the Holder intends to make a sale of Registrable Securities, or a Series of Related Sales, involving in the aggregate more than 5,000,000 shares of Common Stock, either pursuant to the Shelf Registration Statement or after termination of the Shelf Registration Statement and before the ROFO Expiration Date, the Holder shall give notice thereof to General Motors (in addition to giving a Sale Notice) in the same manner as herein provided for a Sale Notice (a "Large Sale Notice"), which notice shall state the maximum number of shares the Holder intends to sell (assuming terms of sale acceptable to the Holder are available). After delivery of a Large Sale Notice, the Holder shall negotiate in good faith with General Motors to sell such Registrable Securities to General Motors in lieu of otherwise selling them and shall not sell Registrable Securities until expiration of the Negotiation Period (as hereinafter defined). If, by the expiration of the Negotiation Period, General Motors and the Holder have not agreed on the terms and conditions for the purchase by General Motors of such Registrable Securities, the Holder shall have the right, subject to the terms of this Agreement, to sell up to that number of Registrable Securities specified in the Large Sale Notice at any time, and at any price, within the ten Trading Days following the termination of the Negotiation Period (and without regard of the parties' negotiations during the Negotiation Period). Subject to Section 2.2(b) hereof, the Holder and General Motors shall negotiate with respect to General Motors' purchase of all or any part of the Registrable Securities designated by the Holder in a Large Sale Notice for a period (the "Negotiation Period") that shall extend (unless they otherwise mutually agree) until not later than 9:30 a.m. on the Trading Day following the giving of a Large Sale Notice or until such earlier time as General Motors advises in the manner provided below the Holder that it declines to purchase the Registrable Securities identified in the Large Sale Notice; provided, however, that, if (i) the number of shares of Common Stock to be sold as identified in the Large Sale Notice exceed 15 million shares or (ii) the purchaser in such transaction is before, or would be after, the transaction a 5% Holder, then in either case the Negotiation Period shall extend (unless the parties otherwise mutually agree) until not later than 9:30 a.m. on the fourth Trading Day following the day on which the Large Sale Notice was given. General Motors shall advise the Holder of any such determination to not purchase shares as promptly as practicable. A Large Sale Notice may be given orally but if so given shall be confirmed as soon as practicable in a writing II-13 7 transmitted by e-mail or telecopy as provided in Section 6 hereof. In addition, in the event any Holder prior to the ROFO Expiration Date intends to sell, in accordance with this Section 2.1, or Section 2.2 or 2.3 hereof or otherwise, any shares of Common Stock to any 5% Holder, then Fiat shall give General Motors notice of the identity of such 5% Holder. (d) Adjustment. If at any time the outstanding shares of Registrable Securities as a class shall have been increased, decreased, changed into or exchanged for a different number or class of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or exchange of shares or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the number of shares of such stock to be registered pursuant to Sections 2.1(a). (e) Expenses. General Motors will pay all of the Registration Expenses in connection with any registration pursuant to this Section 2.1; provided, however, that in any underwritten offering or other trade by the Holder effectuated pursuant to this Section 2.1, the Holder shall pay any fees, commissions, discounts and expenses of any underwriter or other Broker-Dealer, including, without limitation, reasonable fees and disbursements of counsel thereto, if any, and the Holder shall pay all other of its own costs incurred in connection with such registration. 2.2 Certain Underwritten Offerings Pursuant to the Shelf Registration Statement. (a) Underwriting Notice. In the event a Holder shall seek to do a widely distributed, underwritten offering of Registrable Securities pursuant to the Shelf Registration Statement, the Holder shall first give notice thereof (the "Underwriting Notice") to General Motors, specifying the number of Registrable Securities sought to be offered (but not less than the minimum amount specified below), in which event General Motors, subject to Section 2.8 hereof, shall cooperate with the Holder in effectuating such distribution and shall facilitate such distribution by participating in customary "road show" presentations to prospective investors and analysts and as otherwise provided below; provided, however, that no such offering shall be made by a Holder: (A) subject to the last sentence of Section 2.2(e) hereof, on more than one occasion during any period of 12 consecutive months after any other such offering of Registrable Securities in accordance with this Section 2.2 was consummated; (B) during the 30 days prior to the anticipated consummation of an offering of securities of the same class as the Registrable Securities and during the 90 days after the consummation of such an offering, except in the case of an offering registered on Form S-4 or S-8 (or any successor form) for the registration of securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act (or any successor rule) or to be offered to employees of and/or consultants to General Motors or subsidiaries thereof); II-14 8 (C) within 270 days of the consummation of an offering of Registrable Securities in which the Holder was offered the opportunity to participate pursuant to Section 2.3 hereof, provided that all the Registrable Securities requested by the Holder to be so registered were registered for sale in such offering; and (D) unless, pursuant to the Underwriting Notice, the Holder will offer for sale Registrable Securities having a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange on which such Registrable Securities are listed on the Trading Day immediately preceding the Underwriting Notice) of at least $750 million, or, if the market value of all remaining Registrable Securities is less than $750 million but more than $250 million, if the Holder will offer for sale all remaining Registrable Securities. If General Motors wishes to register for offering and sale as part of such an offering referred to in an Underwriting Notice General Motors securities to be sold for its own account or for the account of any holder of its securities having registration rights, it shall send reasonably prompt notice thereof to the Holder (identifying such other holder and the amount of securities that such other holder intends to sell in connection with such offering of Registrable Securities). (b) Right of First Offer. Notwithstanding Section 2.2(a) hereof, before the Holder shall proceed with the preparation of an underwritten offering pursuant to the Shelf Registration Statement, the Holder shall first negotiate with General Motors with respect to the possible repurchase by General Motors of the Registrable Securities identified in its Underwriting Notice in the same manner as provided in Section 2.1(d) hereof as if the Underwriting Notice were a Large Sale Notice referred to therein, except (i) the Negotiation Period referred to therein shall extend from the time the Underwriting Notice is given until the day preceding the commencement of the "road show" or, if there is no "road show," the pricing of the offering (but not less than four Trading Days) and (ii) if agreement is not reached during the Negotiation Period for the purchase by General Motors of such Registrable Securities, the Holder may sell such Registrable Securities as indicated in the Underwriting Notice for the period of 120 days following the giving of the Underwriting Notice. If written agreement is reached during the Negotiation Period for the purchase by General Motors of such Registrable Securities, General Motors need not proceed with the preparation of such offering pending closing of such agreement, provided that each party shall proceed in good faith to close such agreement as soon as practicable. (c) Effective Registration Statement. For purposes of determining the Holder's right to sell Registrable Securities pursuant to the Shelf Registration Statement in an offering referred to in Section 2.2(a) hereof, an offering of such nature shall not be deemed to have been effected unless (A) a registration statement with respect thereto has become effective and remained in effect for the period set forth in Section 2.4(a)(ii) hereof (provided, however, that a registration which does not become effective solely by reason of the refusal of the Holder to proceed with the offering or the refusal by General Motors to proceed based upon the written opinion of outside counsel to the lead underwriter delivered to and reasonably acceptable to General Motors that so proceeding II-15 9 is inappropriate as a legal matter for a reason relating to circumstances of the Holder shall be deemed to have been effected) and (B) after it has become effective, such registration has not become subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, other than solely by reason of some act or omission by the Holder with respect thereto, or such stop order, injunction or other order has been lifted so as to permit such offering and sale of Registrable Securities and (C) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are satisfied or any failure to satisfy such conditions was solely by reason of some act or omission by the Holder. (d) Selection of Underwriters. In an offering of Registrable Securities pursuant to this Section 2.2, any managing or lead underwriter shall be selected by the Holder from among not fewer than two candidates for such position selected by General Motors. Such candidates shall be selected from the list of Broker-Dealers identified on Schedule 2.2(d) attached hereto. Notwithstanding such selection of the managing or lead underwriter by the Holder, General Motors may, after conferring with the lead underwriter and the Holder, select any of the Broker-Dealers identified on Schedule 2.2(d) to act as stabilization agent for the underwritten offering. The number of members of any underwriting syndicate shall be selected jointly by the Holder and General Motors and each of the Holder and General Motors shall select one-half of the members. (e) Priority in Underwritten Offerings. If the managing underwriter of an offering pursuant to this Section 2.2 shall advise the Holder and General Motors in writing that, in its opinion, the number of securities requested to be included in such offering (including securities to be sold by General Motors or by other Persons not holding Registrable Securities) exceeds the number which can be sold in such offering within an acceptable price range, there shall be included in such offering, to the extent of the number of securities which General Motors is so advised can be sold in such offering, (i) first, securities of General Motors that General Motors proposes to sell (provided that General Motors has notified the Holder that it intends to include its securities in such offering within 30 days after receipt of the Underwriting Notice), (ii) second, Registrable Securities requested to be included in such offering and (iii) third, securities of General Motors held by other Persons having registration rights proposed to be included in such offering by the holders thereof (provided that the inclusion of any such securities held by Persons having registration rights will not cause any delay as a result of any requirement to update, amend or supplement the Shelf Registration Statement or form of prospectus then forming a part thereof). If any such underwritten offering includes securities to be sold by General Motors but does not include all of the Registrable Securities sought to be offered by the Holder pursuant to its Underwriting Notice, such registration shall be ignored for purposes of applying clause (A) of Section 2.2(a) hereto. 2.3 Piggyback Registrations. (a) Notice of Registered Offering. If at any time after August 19, 2000 and while the Holder has the right to have Registrable Securities registered pursuant to Section 2.1 of this Agreement, General Motors proposes to file on its behalf and/or on II-16 10 behalf of any other holder of Common Stock a registration statement under the Securities Act to register (a "Piggyback Registration") an offering of shares of Common Stock on any form under the Securities Act, other than a registration statement on Form S-4 or S-8 (or any successor form) for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or otherwise permitted to be registered on Form S-4 or to be offered to employees of or consultants to General Motors or its subsidiaries, it shall give written notice to the Holder at least 20 days before the initial filing with the SEC of such registration statement (the "Piggyback Registration Statement"), which notice shall set forth the amount of securities General Motors and other parties, if any, then contemplate including in such registration and the intended method of distribution of such securities. The notice shall offer to include in such Piggyback Registration, subject to and on the terms and conditions hereinafter provided, such number of Registrable Securities as the Holder may request. (b) Notice of Participation in the Registration. The Holder shall advise General Motors in writing within ten days after the date of receipt of such offer from General Motors, setting forth the amount of Registrable Securities for which registration is requested as part of such Piggyback Registration. General Motors shall thereupon include in such Piggyback Registration the number of Registrable Securities for which registration is so requested by the Holder, subject to Section 2.3(c) below, and shall use commercially reasonable efforts to effect registration of such Registrable Securities under the Securities Act, and in connection therewith shall, as promptly as practicable after receipt of such advice in writing, prepare and file and cause to be declared effective a registration statement with the SEC under the Securities Act with respect thereto. (c) Priority in Piggyback Registrations. If the Piggyback Registration involves an underwritten offering and the managing underwriter shall advise the Holder and General Motors in writing that, in its opinion, the number of securities requested to be included in such registration (including securities to be sold by General Motors or by other Persons not holding Registrable Securities) exceeds the number which can be sold in such offering within an acceptable price range, General Motors will include in such registration, to the extent of the number which General Motors is so advised can be sold in such offering, (i) first, securities of General Motors that General Motors proposes to sell, (ii) second, securities of General Motors held by other Persons having registration rights proposed to be included in such registration by the holders thereof, to the extent that it was the exercise of such registration rights that gave rise to the Piggyback Registration, and (iii) third, securities of General Motors (including Registrable Securities) held by all other Persons having registration rights proposed to be included in such registration by the holders thereof, pro rata among such Persons on the basis of the number of securities requested to be included by such Persons. (d) Expenses. General Motors shall pay all of the Registration Expenses in connection with any registration in which the Holder has the opportunity to participate pursuant to this Section 2.3; provided, however, that in any underwritten offering pursuant to this Section 2.3 the Holder shall pay its pro rata share in accordance with the number of Registrable Securities sold by it in such offering of any fees, commissions, discounts and expenses of any underwriter, including, without limitation, reasonable fees II-17 11 and disbursements of counsel thereto, if any, and the Holder shall pay all of its own other costs incurred in connection with such registration. 2.4 Registration Procedures. (a) Actions To Be Taken By General Motors. If and whenever General Motors is required to use commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided herein, General Motors shall, as expeditiously as possible, but subject to the provisions of Section 2.8 hereof: (i) prepare and file with the SEC the requisite registration statement to effect such registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable under the circumstances and to remain effective for the period set forth in subparagraph (ii) below; provided that, before filing such registration statement or any amendments thereto, General Motors will furnish to counsel selected by the Holder copies of all such documents proposed to be filed, which documents will be subject to the review of and reasonably prompt comment by, but not the prior approval, of such counsel; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of distribution thereof or the expiration of (A) in the case of the Shelf Registration Statement, the period set forth in Section 2.1 and (B) in the case of a registration statement contemplated by Section 2.3 hereof, 90 days after such registration statements become effective; (iii) furnish the Holder and each underwriter, if any, of the securities being sold by the Holder such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act (or any successor rule), in conformity with the requirements of the Securities Act, and such other documents, as the Holder and such underwriter, if any, may reasonably request; II-18 12 (iv) use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under the securities laws or "Blue Sky" laws of such jurisdictions of the United States of America and its territories and possessions as the Holder and any underwriter of the securities being sold by the Holder shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable the Holder and such underwriter to consummate the disposition in such jurisdictions of the securities owned by the Holder, except that General Motors shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this agreement be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (v) use commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder to consummate the disposition of such Registrable Securities; (vi) furnish to the Holder a signed counterpart, addressed to the Holder and the underwriters, if any, of: (1) an opinion of counsel for General Motors, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement) covering such matters as are customary in connection with such a registered offering of securities by General Motors, reasonably satisfactory in form and substance to the Holder, and (2) a "comfort" letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a "comfort" letter specified in Statement on Auditing Standards No. 72, an "agreed upon procedures" letter), dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter of like kind dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified General Motors' financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants' letters delivered to the underwriters in underwritten public offerings of securities, including, II-19 13 without limitation, that in the opinion of such accountants, the financial statements and other financial data of General Motors included in such registration statement, prospectus or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act (with, in the case of an "agreed upon procedures" letter, such modifications or deletions as may be required under Statement on Auditing Standards No. 35); (vii) notify the Holder and the managing underwriter or underwriters, if any, promptly: (1) when the registration statement, the prospectus or any supplement or amendment related thereto has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (2) of any request by the SEC for amendments or supplements to the registration statement or the prospectus or for additional information; (3) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose (in which case the period mentioned in subparagraph (ii) of this Section 2.4 shall be extended by the length of the period during which such stop order is in effect); (4) if at any time the representations and warranties of General Motors made as contemplated by Section 2.5 below cease to be true and correct; or (5) of the receipt by General Motors of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or Blue Sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (viii) notify the Holder at any time when a prospectus relating to such registration statement is required to be delivered under the Securities Act, upon the discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of the Holder promptly prepare and furnish to the Holder and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities with such supplement or amendment, such II-20 14 prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (ix) make commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment; (x) use commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which any of the securities of the same class as the Registrable Securities are then listed; (xi) use commercially reasonable efforts to provide a CUSIP number for the Registrable Securities, not later than the effective date of the registration statement; and (xii) use commercially reasonable efforts to comply with all applicable rules and regulations promulgated by the SEC. (b) Information To Be Provided By the Holder. General Motors may require the Holder to furnish General Motors such information regarding the Holder and the distribution of such securities as General Motors may from time to time reasonably request in writing and as shall be required in connection with General Motors' performance of its obligations hereunder. (c) Discontinuance of Sales By the Holder. The Holder agrees that, upon receipt of any notice from General Motors of the occurrence of any event of the kind described in subparagraph (viii) of Section 2.4(a), the Holder will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subparagraph (viii) of this Section 2.4 and, if so directed by General Motors, will deliver to General Motors (at General Motors' expense) all copies, other than permanent file copies, then in the Holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. In the event General Motors shall give any such notice, the period mentioned in subparagraph (ii) of this Section 2.4 shall be extended by the length of the period from and including the date when the Holder shall have received such notice to the date on which it has received the copies of the supplemented or amended prospectus contemplated by subparagraph (viii) of this Section 2.4. (d) Certain References To the Holder. If any such registration statement refers to the Holder by name or otherwise as the holder of any securities of General Motors, then the Holder shall have the right to require (A) the insertion therein of language, in form and substance reasonably satisfactory to the Holder, to the effect that the holding by the Holder of such securities is not to be construed as a recommendation II-21 15 by the Holder of the investment quality of General Motors' securities covered thereby and that such holding does not imply that the Holder will assist in meeting any future financial requirements of General Motors, or (B) in the event that such reference to the Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force and a written opinion from counsel to the Holder to such effect is delivered to General Motors, the deletion of the reference to the Holder. 2.5 Underwritten Offerings. (a) Underwriting Agreements. If requested by the underwriters for any underwritten offering by the Holder to be conducted pursuant to Section 2.2 hereof, General Motors will enter into an underwriting agreement with such underwriters for such offering, such agreement to be in customary form for offerings of this type and acceptable to the Holder, whose acceptance shall not be unreasonably withheld, and to contain such representations and warranties by General Motors and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities by General Motors at least as broad as those provided in Section 2.7 hereof (but General Motors shall not be required to indemnify any underwriter in respect of conduct involving its bad faith, negligence or willful misconduct) and other customary indemnifications. The Holder will cooperate with General Motors in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of General Motors regarding the form thereof. The Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, General Motors to and for the benefit of such underwriters shall also be made to and for the benefit of the Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of the Holder. The Holder shall not be required to make any representations or warranties to or agreements with General Motors or the underwriters other than representations and warranties or agreements regarding the Holder, the Holder's Registrable Securities, the Holder's intended method of distribution and any other representation required by law. (b) Holdback Agreements. Each Holder shall, upon a request made in good faith by the managing underwriter of an offering of securities of the same class as any Registrable Securities made at any time during which a Holder has the right to have Registrable Securities registered pursuant to Sections 2.1 hereof or to sell any Registrable Securities pursuant to a registration statement filed in accordance herewith, refrain from selling or otherwise disposing of, or engaging in Hedging Transactions in respect of, any securities of the same class as Registrable Securities (except for a sale to be made in an underwritten offering pursuant to this Agreement): (i) during the period commencing on the day which is 30 days prior to the anticipated pricing of such underwritten offering of which the Holder shall have been advised by the managing underwriter (the "Pricing Date"), if the Holder shall have been so advised at least 30 days in advance, or, if not, such lesser number of days before the Pricing Date II-22 16 after which the Holder has been so advised, and ending on the day which is 30 days after the registration statement for such offering has become effective or, if the offering is pursuant to a registration statement filed and effective under Rule 415, the consummation or abandonment of the offering, and (i) during the period commencing 75 days prior to the Pricing Date, if the Holder shall have been advised thereof at least 75 days in advance, or, if not, such lesser number of days after which the Holder has been so advised and ending (and including) 31 days prior to the Pricing Date (assuming the Holder has been advised thereof by such date), if in the case of any such sale of securities of such class on any day during the period referred to in this clause (ii) such sale would exceed the Daily Volume Limitation as of the date the Holder is advised of the Pricing Date. Fiat shall not and shall not permit any Subsidiary of Fiat to sell or otherwise dispose of any securities of the same class as Registrable Securities or to engage in any Hedging Transaction in respect thereof at a time when a Holder is not permitted to do so in accordance with the immediately preceding sentence. Notwithstanding the foregoing provisions of this Section 2.5(b), but subject to the other provisions of this Agreement, Fiat, the Holder and any Subsidiary of Fiat shall be entitled to sell securities of the same class as the Registrable Securities in a private sale so long as the purchaser of such securities agrees to comply with the restrictions set forth in this Section 2.5(b) to the same extent as the Holder for the remainder of the applicable period. (b) Participation in Underwritten Offerings. Neither the Holder nor any other Person (other than General Motors, which will be subject to and governed by the other terms and provisions of this Agreement) may participate in any underwritten offering in which Registrable Securities are to be offered pursuant to Section 2.2 hereof unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Holder to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require the Holder to make any representations or warranties to or agreements with General Motors, the underwriters or such Person other than representations and warranties or agreements regarding the Holder, the Registrable Securities and the Holder's intended method of distribution and any other representation required by law. 2.6 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement and prospectus, and any supplement or amendment thereto, under the Securities Act pursuant to this Agreement, General Motors will give to the Holder, its underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of each such registration statement, each prospectus included therein or filed with the SEC, and each amendment II-23 17 thereof or supplement thereto, and will give each of them such access to General Motors' books and records (collectively, the "Records") and such opportunities to discuss the business of General Motors with its officers and the independent public accountants who have certified its financial statements, as shall be necessary to conduct a reasonable due diligence investigation for purposes of the Securities Act; provided that the Holder and its counsel and accountants shall hold such Records confidential in accordance with the terms and conditions of the Master Agreement. 2.7 Indemnification. (a) Indemnification by General Motors. In the event of any registration of any securities of General Motors under the Securities Act pursuant to this Agreement, General Motors will, and hereby does agree to, indemnify and hold harmless in the case of any registration statement, prospectus, amendment or supplement thereto filed pursuant to this Agreement, the Holder, its directors, officers, employees and agents, each Person who participates in the offering of such securities and each Person, if any, who controls the Holder or any such participating Person within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder or any such director or officer or controlling Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement under which such securities were registered under the Securities Act, any final prospectus or summary prospectus contained therein (in each case as amended or supplemented), or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading, and General Motors will reimburse the Holder and each such director, officer, controlling Person and participating Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that General Motors shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to General Motors by or on behalf of the Holder or an underwriter specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder or any such director, officer, underwriter, controlling Person or participating Person, and shall survive the transfer of such securities by the Holder. (b) Indemnification by the Holder. In the event of any registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Holder will, and hereby does agree to, indemnify and hold harmless in the case of any registration statement, prospectus, amendment or supplement thereto filed pursuant to this Agreement, General Motors, its directors, officers, employees and agents, each II-24 18 Person who participates in the offering of such securities and each Person, if any who controls General Motors or any such participating Person within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which General Motors or any such director or officer or controlling Person or participating Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on any untrue statement or alleged untrue statement of any material fact contained in any such registration statement under which such securities were registered under the Securities Act, any final prospectus or summary prospectus contained therein (in each case as amended or supplemented), or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances they were made, not misleading, if such untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission was made in reliance upon and in conformity with written information furnished to General Motors by or on behalf of the Holder specifically stating that it is for use in the preparation of such registration statement, final prospectus, summary prospectus, amendment or supplement, and the Holder shall reimburse General Motors and each such director, officer, controlling Person and participating Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Holder shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Holder by or on behalf of General Motors or an underwriter specifically for use therein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of General Motors or any such director, officer, underwriter, controlling Person or participating Person, and shall survive the transfer of such securities by the Holder. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding provisions of this Section 2.7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding provisions of this Section 2.7, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim and representation of both parties is not appropriate, the indemnifying party shall be entitled to participate in and to assume the defense thereof, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the II-25 19 indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. In the event the indemnified party believes such a conflict of interest to exist, the indemnifying party shall indemnify the indemnified party for all costs and expenses of separate counsel for the indemnified party in accordance with Section 2.7(a) or 2.7(b) above, as applicable. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action without the prior consent of the indemnified party. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. (d) Contribution. If the indemnification provided for in the preceding provisions of this Section 2.7 is unavailable to an indemnified party in respect of any expense, loss, claim, damage or liability referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such expense, loss, claim, damage or liability. As between General Motors, on the one hand, and the Holder, on the other, the amount of contribution shall be in such proportions as appropriate to reflect the relative fault of General Motors and the Holder. The relative fault of General Motors, on the one hand, and of the Holder, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by General Motors or by the Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, provided that in no event shall the obligation of any indemnifying party to contribute under this Section 2.7(d) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 2.7(a) or (b) had been available under the circumstances. General Motors and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d) were determined by pro rata allocation (even if the Holder and any underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in the preceding sentence and this Section 2.7(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.7(d), the Holder shall not be required to contribute any amount in excess of the amount by which the net proceeds received by the Holder from the sale of Registrable Securities exceeds the amount of any damages that the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. II-26 20 2.8 Suspension of Registration. Notwithstanding anything to the contrary contained herein, General Motors will not be required to file any registration statement pursuant to this Agreement, file any amendment thereto, furnish any supplement to a prospectus included in a registration statement pursuant to Section 2.4(a)(viii) hereof, make any other filing with the SEC, cause any registration statement or other filing with the SEC to become effective, or take any similar action, and any and all sales of Registrable Securities by a Holder pursuant to an effective registration statement shall be suspended: (i) if such actions are prohibited by applicable law, (ii) if General Motors notifies the Holder that such actions could otherwise materially interfere with business activities or plans of General Motors, or (iii) if General Motors notifies the Holder that such actions would, in the good faith judgment of counsel of General Motors, require the disclosure of material non-public information which General Motors has a bona fide business purpose for preserving as confidential and which General Motors would not otherwise be required to disclose; provided that General Motors may not delay any such actions or suspend any such sales pursuant to clause (ii) or (iii) of the first sentence of this Section 2.8 for more than an aggregate of 120 consecutive days or, except as otherwise provided in the third sentence of this Section 2.8, for an aggregate of 120 days in any period of twelve consecutive months. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 2.8, General Motors shall give prompt notice to the Holder and shall promptly file any registration statement or amendment thereto required to be filed by it pursuant to this Agreement, furnish any prospectus supplement required to be furnished pursuant to Section 2.4(a)(viii) hereof, make any other filing with the SEC required of it or terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated by this Agreement. If any such delay or suspension has gone into effect and then terminated and the Holder has had the opportunity for at least 60 consecutive Business Days to sell Registrable Securities pursuant to the Shelf Registration Statement, then General Motors may again delay or suspend sales as provided above for a period of up to 120 days, even if such additional delay or suspension would result in a delay or suspension pursuant to this Section 2.8 being in effect for more than an aggregate of 120 days in a period of twelve consecutive months (and even if the Holder has not given a Sale Notice within such 60 day period); provided, however, that, if such period of additional delay or suspension extends for 120 days, Holder shall again have the opportunity for at least 60 consecutive Business Days to sell Registrable Securities. It is understood and agreed that the foregoing provisions of this Section 2.8 shall not prevent a Rule 144 Sale by a Holder of Registrable Securities. 3. Rule 144. 3.1 Required Reports. General Motors shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144) and will take such further action as the Holder or any broker facilitating such sale may reasonably request, all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of the Holder, II-27 21 General Motors will, at its cost, deliver to the Holder any information to be delivered or filed in connection with the requirements of this Section 3.1. 3.2 Limitations on Registration Rights. Notwithstanding anything in this Agreement to the contrary, without the consent of General Motors, the Holder shall not be entitled to have any Registrable Securities registered under the Securities Act, and General Motors shall not be required to keep a registration statement filed pursuant to Section 2.1 hereof in effect and no Holder shall not have the right to participate in the registration of an offering pursuant to Section 2.3 hereof, if the amount of Registrable Securities which all Holders expect to sell pursuant to such registration can at such time otherwise be disposed of immediately by them as permitted by Rule 144. 4. Sales of GM Securities Before August 19, 2000. Neither Holder, nor Fiat or any of its Subsidiaries, shall sell or otherwise dispose of or engage in Hedging Transactions in respect of any of the Shares (or any Registrable Securities issued in respect of the Shares) if doing so would result in such Shares (or Registrable Securities) or, in lieu thereof, other shares of Common Stock (or Registrable Securities), directly or indirectly, being publicly traded before August 19, 2000. 5. Amendments and Waivers. This Agreement may be amended by agreement of the parties and General Motors, Fiat or a Holder, as the case may be, may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if it shall have obtained the written consent of the other parties to such amendment, action or omission to act. 6. Notices. Except as otherwise provided in this Agreement, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt at the designated individual's office) by delivery in person, by messenger or courier service, by mail, by facsimile or by e-mail, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6): if to Fiat or to any Holder or all Holders: Fiat S.p.A. Via Nizza n. 250 10125 Torino Italy Telecopier No.: (39) 011 686-1341 Attention: Damien Clermont Chief Financial Officer e-mail: damien.clermont@fiatgroup.com with a copy to: Shearman & Sterling II-28 22 599 Lexington Avenue New York, New York 10022 Telecopier No.: (212) 848-7179 Attention: John A. Marzulli, Jr., Esq. e-mail: jmarzulli@shearman.com if to General Motors: General Motors Corporation 767 Fifth Avenue New York, New York 10153 Telecopier No.: 212-418-3630 Attention: Eric Feldstein Treasurer email: eric.feldstein@gm.com and General Motors Corporation 100 Renaissance Center Detroit, Michigan 48265-1000 Telecopier No.: 313-665-4978 Attention: Warren G. Andersen, Esq e-mail: warren.g.andersen@gm.com with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telecopier No.: 212-310-8007 Attention: Robert L. Messineo, Esq. e-mail: Robert Messineo@weil.com. Any notice given to Fiat as provided above shall be deemed given to all Holders, whether or not any Holder is addressed therein. 7. Assignment. This Agreement may not be assigned by any party without the prior written consent of all other parties, except as in this Section 7 permitted. The rights and obligations of Fiat hereunder may not be assigned to any other Person (except by operation of law or to a successor in interest in connection with the transfer of all or substantially all of Fiat's business to a Person who assumes all of its obligations hereunder). The rights and obligations of FAP and any other Holder hereunder may not be assigned to any other Person, other than to Fiat or a Subsidiary of Fiat which has become the owner of Registrable Securities and agreed to be bound by this Agreement as a Holder. The rights and obligations of General Motors may not assigned (except by II-29 23 operation of law or to a successor in interest whose securities are issued in exchange for or in replacement of Registrable Securities in connection with the transfer of all or substantially all of General Motors's business to a Person who assumes all of its obligations hereunder). In the event that, as a result of an assignment permitted under this Section 7, two or more Persons hold Registrable Securities, the rights under this Agreement permitted to be exercised by the Holder shall be exercised by such of those Persons as hold a majority of the Registrable Securities. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 8. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PROVISIONS, POLICIES OR PRINCIPLES OF CHOICE OR CONFLICTS OF LAWS. 10. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, manually or by facsimile, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 11. Entire Agreement. This Agreement and the Master Agreement embody the entire agreement and understanding between General Motors and the Holder relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 12. Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, GENERAL MOTORS AND THE HOLDER EACH HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH OF GENERAL MOTORS AND THE HOLDER HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO GENERAL MOTORS OR THE HOLDER, AS THE CASE MAY BE, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 6. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO II-30 24 THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. 13. Injunctive Relief; Severability. 13.1 The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific intent or were otherwise breached and, accordingly, agree that the party aggrieved thereby shall be entitled to an injunction or injunctions, without bond, to prevent or cure any such breach, including to enforce specifically the provisions hereof, such relief to be in addition to any other remedy to which it may be entitled by law or equity, and the breaching party hereby waives any defense it may have that damages provide an adequate remedy. 13.2 If any provision of this Agreement, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby. [SIGNATURES BEGIN ON NEXT PAGE] II-31 25 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date first above written. GENERAL MOTORS CORPORATION By: /s/ERIC FELDSTEIN ------------------------------------- Name: Eric Feldstein Title: Vice President and Treasurer FIAT S.p.A. By: /s/PAOLO CANTARELLA ------------------------------------- Name: Paolo Cantarella Title: Chief Financial Officer FIAT AUTO PARTECIPAZIONI S.p.A. By: /s/PAOLO CANTARELLA ------------------------------------- Name: Paolo Cantarella Title: Chairman II-32 26 SCHEDULE 2.2(d) Broker-Dealers Eligible As Managing or Lead Underwriters Credit Suisse First Boston Goldman Sachs Merrill Lynch Morgan Stanley Dean Witter Salomon Smith Barney (or any Broker-Dealer which is the successor to all or substantially all the brokerage business thereof) or any other Broker-Dealer which is listed among the top five book runners of equity offerings of domestic (U.S.) issuers in the 12 months preceding the based on proceeds raised (as calculated giving proportional credit to each book runner)* * As determined, for example, by Commscan information service II-33 EX-5.1 3 k57292ex5-1.txt OPINION OF WARREN G. ANDERSEN 1 EXHIBIT 5.1 September 1, 2000 General Motors Corporation 300 Renaissance Center Detroit, Michigan 48265 Re: Registration Statement on Form S-3 Ladies and Gentlemen: In connection with the Registration Statement on Form S-3 (the "Registration Statement") to be filed by General Motors Corporation, a Delaware corporation (the "Corporation") under the Securities Act of 1933, as amended (the "Act"), relating to the registration of (i) 32,053,422 shares of General Motors Corporation common stock, par value $1-2/3 per share (the "Common Stock") for resale by Fiat Auto Partecipazioni S.p.A and (ii) 9,946,578 shares of Common Stock which the Corporation may issue from time to time to settle certain derivative transactions, I am rendering this opinion upon the validity of the shares of Common Stock. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement. In my capacity as attorney on the Legal Staff of the Corporation, I have examined originals or copies (certified or otherwise identified to my satisfaction) of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Corporation, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as basis for the opinions hereinafter set forth. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, I have relied upon certificates or comparable documents or officers and representatives of the Corporation. Based on upon and subject to the foregoing, I am of the opinion that: 1. The Corporation is a corporation validly existing and in good standing under the laws of the State of Delaware. 2. The shares of Common Stock registered pursuant to the Registration Statement have been duly authorized, and will, when sold, be validly issued, fully paid, and nonassessable. II-34 2 I express no opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States. I do not find it necessary for the purposes of this opinion, and accordingly, I do not purport to cover herein the application of the securities or "Blue Sky" laws of the various states to the resale of the shares of Common Stock. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules of regulations of the Securities and Exchange Commission. Very truly yours, /s/ WARREN G. ANDERSEN Warren G. Andersen II-35 EX-23.1 4 k57292ex23-1.txt CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS GENERAL MOTORS CORPORATION: We consent to the incorporation by reference in this Registration Statement on Form S-3 of General Motors Corporation of the following: - our report dated January 20, 2000 (March 7, 2000 as to Note 27) appearing on page II-24 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31,1999; - our report dated January 19, 2000 (March 1, 2000 as to Note 21) appearing on page IV-31 in the Annual Report on Form 10-K of General Motors Corporation for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Detroit, Michigan August 31, 2000 II-36 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.1

   1
                                                                     EXHIBIT 4.1

                         REGISTRATION RIGHTS AGREEMENT


              REGISTRATION RIGHTS AGREEMENT, dated as of July 24, 2000, among
GENERAL MOTORS CORPORATION, a Delaware corporation ("General Motors"), and FIAT
AUTO PARTECIPAZIONI S.P.A., a corporation organized under the laws of Italy
("FAP"), and FIAT S.P.A., a corporation organized under the laws of Italy
("Fiat").

                              W I T N E S S E T H:

              WHEREAS, General Motors and Fiat have entered into a Master
Agreement dated as of March 13, 2000, as amended on the date hereof (the "Master
Agreement"), pursuant to which, among other things, General Motors has agreed to
issue and sell, and Fiat has agreed to purchase, on the terms and subject to the
conditions set forth therein, 32,053,422 shares (the "Shares") of Common Stock,
par value $1-2/3 per share, of General Motors; and

              WHEREAS, FAP is a wholly-owned indirect Subsidiary of Fiat and, as
permitted by the Master Agreement, has been designated by Fiat to purchase the
Shares; and

              WHEREAS, as contemplated by the Master Agreement and as a
condition to Fiat's obligation to consummate the transactions contemplated under
the Master Agreement, General Motors has agreed to provide certain registration
rights with respect to the Shares;

              NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, it is hereby agreed as follows:

         1. Definitions. The following terms have for purposes of this agreement
the meanings set forth below:

         "Beneficial Ownership" of securities with respect to a Person shall
mean beneficial ownership within the meaning of Regulation 13D-G, as amended
from time to time, under the Exchange Act and "Beneficially Own" shall have a
like meaning.

         "Broker-Dealer" means a broker or dealer registered with the SEC as
such under the Exchange Act or a "bank" as defined in the Exchange Act.

         "Common Stock" means the $1-2/3 Par Value Common Stock of General
Motors or any shares of common stock of General Motors or any successor thereto
issued in exchange for or in replacement of such shares in connection with a
recapitalization, merger, consolidation, reorganization or other similar
transaction to which General Motors is a party.

                                      II-8
   2

         "Control" means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, or otherwise.

         "Daily Volume Limitation" shall mean in respect of a sale or other
disposition by Fiat or any of its Subsidiaries of securities of the same class
as Registrable Securities a number of securities equal as of any particular date
to 25% of the average reported daily trading volume in the class of Registrable
Securities reported on all exchanges on which such class of securities are
traded over the Trading Days during the four calendar weeks ended before such
particular date.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor provision of law.

         "Holder" shall mean FAP as the initial holder of the Shares (and
subsequently of any other Registrable Securities) and, if Fiat or any Subsidiary
of Fiat becomes a holder of Shares or other Registrable Securities as permitted
by this Agreement and an assignee of rights hereunder, shall also mean Fiat or
such Subsidiary, as the case may be, as such holder. If there shall at any time
be more than one Holder, then any reference herein to "the Holder" in connection
with any offering or sale or planned offering or sale of Registrable Securities
shall refer to such Holder participating in, or to all such Holders as
participate in, such offering or sale and otherwise shall refer to all the
Holders collectively, for which purpose all liabilities and obligations
hereunder of Holders shall be joint and several and all rights hereunder of any
Holder and of all Holders may be exercised as and only as provided in Section 7
hereof.

         "Hedging Transactions" in respect of a security (or any security
convertible into or exchangeable for or exercisable for such security) shall
mean any transaction intended to reduce the economic risk of ownership of such
security (including, without limitation, a loan of securities, the sale of any
option or contract to purchase or the purchase of any option or contract to sell
or the entry into any contract the value of which is derived from the value of
such security) and that would directly or indirectly (including as a result of
offsetting transactions entered into by any counterparty), have the effect (or
substantially the economic equivalent effect) on the public market for such
security of selling short such securities.

         "Person" shall mean an individual, corporation, limited liability
company, partnership, limited partnership, syndicate, person, trust, association
or entity or government, political subdivision, agency or instrumentality of a
government.

                                      II-9
   3

         "Registrable Securities" means at any time (a) the Shares and (b) any
shares of Common Stock or other securities issued (including, without
limitation, by means of a dividend) with respect to, in replacement of or in
exchange for any of the Shares or any other Registrable Securities where such
issuance to the Holder was not registered under the Securities Act, in each case
owned at such time by a Holder. No shares of Common Stock or other securities of
the same class as Registrable Securities that shall at any time be acquired by
Fiat or any of its Subsidiaries (other than the Shares or any shares of Common
Stock issued with respect to, in replacement of or in exchange for any of the
Shares or any other Registrable Securities) shall be Registrable Securities. As
to any particular Registrable Securities at any time after the date hereof held
by the Holder, such securities shall cease to be Registrable Securities when
they have been sold or otherwise transferred by the Holder to any Person other
than to Fiat or any of its Subsidiaries or when they have otherwise ceased to be
outstanding.

         "Registration Expenses" means all expenses incident to registration of
the Registrable Securities hereunder, including, without limitation, (a) all SEC
and any NASD registration and filing fees and expenses, (b) all fees and
expenses in connection with the registration or qualification of the Registrable
Securities for offering and sale under the securities or "Blue Sky" laws of any
state or other jurisdiction of the United States of America and, in the case of
an underwritten offering, determination of their eligibility for investment
under the laws of such jurisdictions as the managing underwriter or underwriters
may designate, including reasonable fees and disbursements, if any, of counsel
for the underwriters in connection with such registrations or qualifications and
determination, (c) all expenses relating to the preparation, printing,
distribution and reproduction of the registration statement required to be filed
hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of
preparing the Registrable Securities in a form for delivery for purchase
pursuant to such registration or qualification and the expenses of printing or
producing any underwriting agreement(s) and agreement(s) among underwriters and
any "Blue Sky" or legal investment memoranda, any selling agreements and all
other documents to be used in connection with the offering, sale or delivery of
Registrable Securities, (d) messenger, telephone and delivery expenses of
General Motors and out-of-pocket travel expenses incurred by or for General
Motors' personnel for travel undertaken for any "road show" made in connection
with the offering of securities registered thereby, (e) fees and expenses of any
transfer agent and registrar with respect to the delivery of any Registrable
Securities and any escrow agent or custodian involved in the offering, (f) fees,
disbursements and expenses of counsel and independent certified public
accountants of General Motors incurred in connection with the registration,
qualification and offering of the Registrable Securities (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (g) fees, expenses and disbursements of any other
persons retained by General Motors, including special experts retained by
General Motors in connection with such registration, (h) Securities Act
liability insurance, if General Motors desires such insurance and (i) the fees
and expenses incurred in connection with the quotation or listing of shares of
Registrable Securities on any securities exchange or automated securities
quotation system. Any commissions, fees, discounts or, except as specified in


                                     II-10
   4

the immediately preceding sentence, expenses of any underwriter incurred in
connection with an underwritten offering of securities registered in accordance
with this Agreement shall not be considered "Registration Expenses."

         "ROFO Expiration Date" shall mean the date of expiration of the Put
Period (as such term is defined in the Master Agreement), including any
extension thereof.

         "Rule 144" shall mean Rule 144 under the Securities Act as in effect on
the date hereof and such rule as from time to time amended and any successor
rule or regulation under the Securities Act.

         "Rule 144 Sale" shall mean a sale of Registrable Securities by a Holder
made in compliance with Rule 144, provided that the Holder shall confirm to
General Motors that such sale has been made pursuant to Rule 144 and not
pursuant to the Shelf Registration Statement or any other registration statement
filed pursuant to this Agreement by delivering a copy of Form 144 pertaining to
such sale.

         "Rule 415" shall mean Rule 415 under the Securities Act as in effect on
the date hereof and such rule as from time to time amended and any successor
rule or regulation under the Securities Act.

         "SEC" shall mean the U.S. Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, or
any successor provision of law.

         "Series of Related Sales" shall mean any two or more sales of
Registrable Securities that are related to each other as part of a plan or
program by a Holder or Holders for the disposition of Registrable Securities.
For purposes of determining if two or more sales of Registrable Securities are
so related, if any sale of Registrable Securities is consummated within five
Trading Days of any other sale of Registrable Securities, both such sales shall
be deemed to be part of a Series of Related Sales unless the selling Holder or
Holders show that the circumstances giving rise to a subsequent sale were not
contemplated by the Holder or Holders to exist at the time it entered into the
earlier sale, and in the case of any sale that is consummated more than five
Trading Days after any other sale, the later sale shall be deemed not to be part
of a Series of Related Sales unless made pursuant to a binding agreement
existing at the time of the earlier sale.

         "Subsidiary" of any Person shall mean any corporation, partnership,
joint venture or other legal entity of which such Person (either alone or
through or together with any other Subsidiary) owns, directly or indirectly,
more than 50% of the stock or other equity interests, the holders of which are
generally entitled to vote for the election of the board of directors or other
governing body of such corporation or other legal entity.

         "Trading Day" shall mean a day on which the New York Stock Exchange is
open for trading, except that for purposes of Section 2.1(d) hereof, if trading
in shares of


                                     II-11
   5

Common Stock is suspended at the time a Large Sale Notice is given (or within
four hours thereafter) such day shall not be considered a Trading Day.

         "5% Holder" shall mean a Person which the Holder (or a Broker-Dealer or
underwriter acting on behalf of the Holder), after reasonable inquiry, believes
or should believe would, upon consummation of such sale (and without giving
effect to any substantially simultaneous or planned sale of shares by such
Person to any other Person), be the Beneficial Owner of 5% or more of the
outstanding shares of Common Stock.

         Additional terms are defined below and shall have for purposes hereof
the meaning ascribed thereto below.

         2. Registration. General Motors shall, on the terms and conditions
hereinafter provided, cause the offer and sale by the Holder of Registrable
Securities to be registered with the SEC under the Securities Act and qualified
under other applicable securities laws.

              2.1 Shelf Registration.

              (a) Shelf Registration Statement. The Holder hereby requests that
General Motors, and General Motors shall, subject to Section 2.8 hereof, use
commercially reasonable efforts to prepare and file with the SEC and have
declared effective as promptly as practicable a registration statement (the
"Shelf Registration Statement") on Form S-3 under the Securities Act relating to
the offer and sale by the Holder at any time and from time to time on a delayed
or continuous basis in accordance with Rule 415, through such method or methods
of distribution as the Holder shall select, and in accordance with this
Agreement, but only after August 19, 2000, of all of the Registrable Securities,
and, subject to Sections 2.8 and 3.2, General Motors shall use commercially
reasonable efforts to keep the Shelf Registration Statement effective under the
Securities Act for so long as permitted by Rule 415 or, if earlier, until the
earlier of the time when no Holder owns any Registrable Securities or the second
anniversary of the date hereof. In the event the Shelf Registration Statement
cannot be kept effective for such period, General Motors shall, subject to
Sections 2.8 and 3.2 hereof, use commercially reasonable efforts to prepare and
file with the SEC and have declared effective as promptly as practicable another
registration statement on the same terms and conditions as the initial Shelf
Registration Statement and such registration statement shall be considered the
Shelf Registration Statement for purposes hereof. General Motors shall
supplement and amend the Shelf Registration Statement to include therein any
securities other than the Shares that become Registrable Securities or to
reflect changes in the manner of distribution reasonably requested by the
Holder. It is understood and agreed that General Motors may also register for
public offering and sale pursuant to the Shelf Registration Statement, initially
or by amendment, securities other than Registrable Securities, but in doing so
shall not limit or expand any Holder's rights hereunder (including any
limitation arising by application of applicable rules under the Securities Act
with respect to Registrable Securities sold pursuant to such Shelf Registration
Statement by any Person other than a Holder).

                                     II-12
   6

              (b) Notice of Sale. Prior to effecting any sale of Registrable
Securities pursuant to the Shelf Registration Statement, the Holder shall give
notice thereof to General Motors as hereinafter provided (a "Sale Notice") in
order to permit General Motors to determine if sales of Registrable Securities
at such time are permissible in accordance with Sections 2.4(a)(vii), 2.4(b),
2.4(c) and 2.8 hereof. A Sale Notice shall be given in accordance with Section 6
hereof by the Holder not later than 9:30 a.m., New York time, on a Trading Day
to the Treasurer of General Motors and any designee thereof (as specified by
notice given to the Holder in accordance with Section 6 hereof). If General
Motors shall not have advised the Holder by 9:30 a.m. of the Trading Day
following the day on which the Sale Notice is given that a sale of Registrable
Securities pursuant to the Shelf Registration Statement is not permitted as
aforesaid, the Holder shall be free to sell Registrable Securities pursuant to
the Registration Statement. If a Sale Notice is delivered to General Motors
after 9:30 a.m., New York time, it shall be considered effective as of 9:30
a.m., New York time, on the next Trading Day.

              (c) Right of First Offer. In the event the Holder intends to make
a sale of Registrable Securities, or a Series of Related Sales, involving in the
aggregate more than 5,000,000 shares of Common Stock, either pursuant to the
Shelf Registration Statement or after termination of the Shelf Registration
Statement and before the ROFO Expiration Date, the Holder shall give notice
thereof to General Motors (in addition to giving a Sale Notice) in the same
manner as herein provided for a Sale Notice (a "Large Sale Notice"), which
notice shall state the maximum number of shares the Holder intends to sell
(assuming terms of sale acceptable to the Holder are available). After delivery
of a Large Sale Notice, the Holder shall negotiate in good faith with General
Motors to sell such Registrable Securities to General Motors in lieu of
otherwise selling them and shall not sell Registrable Securities until
expiration of the Negotiation Period (as hereinafter defined). If, by the
expiration of the Negotiation Period, General Motors and the Holder have not
agreed on the terms and conditions for the purchase by General Motors of such
Registrable Securities, the Holder shall have the right, subject to the terms of
this Agreement, to sell up to that number of Registrable Securities specified in
the Large Sale Notice at any time, and at any price, within the ten Trading Days
following the termination of the Negotiation Period (and without regard of the
parties' negotiations during the Negotiation Period). Subject to Section 2.2(b)
hereof, the Holder and General Motors shall negotiate with respect to General
Motors' purchase of all or any part of the Registrable Securities designated by
the Holder in a Large Sale Notice for a period (the "Negotiation Period") that
shall extend (unless they otherwise mutually agree) until not later than 9:30
a.m. on the Trading Day following the giving of a Large Sale Notice or until
such earlier time as General Motors advises in the manner provided below the
Holder that it declines to purchase the Registrable Securities identified in the
Large Sale Notice; provided, however, that, if (i) the number of shares of
Common Stock to be sold as identified in the Large Sale Notice exceed 15 million
shares or (ii) the purchaser in such transaction is before, or would be after,
the transaction a 5% Holder, then in either case the Negotiation Period shall
extend (unless the parties otherwise mutually agree) until not later than 9:30
a.m. on the fourth Trading Day following the day on which the Large Sale Notice
was given. General Motors shall advise the Holder of any such determination to
not purchase shares as promptly as practicable. A Large Sale Notice may be given
orally but if so given shall be confirmed as soon as practicable in a writing


                                     II-13
   7

transmitted by e-mail or telecopy as provided in Section 6 hereof. In addition,
in the event any Holder prior to the ROFO Expiration Date intends to sell, in
accordance with this Section 2.1, or Section 2.2 or 2.3 hereof or otherwise, any
shares of Common Stock to any 5% Holder, then Fiat shall give General Motors
notice of the identity of such 5% Holder.

              (d) Adjustment. If at any time the outstanding shares of
Registrable Securities as a class shall have been increased, decreased, changed
into or exchanged for a different number or class of shares or securities as a
result of a reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, combination or exchange of shares or other
similar change in capitalization, then an appropriate and proportionate
adjustment shall be made to the number of shares of such stock to be registered
pursuant to Sections 2.1(a).

              (e) Expenses. General Motors will pay all of the Registration
Expenses in connection with any registration pursuant to this Section 2.1;
provided, however, that in any underwritten offering or other trade by the
Holder effectuated pursuant to this Section 2.1, the Holder shall pay any fees,
commissions, discounts and expenses of any underwriter or other Broker-Dealer,
including, without limitation, reasonable fees and disbursements of counsel
thereto, if any, and the Holder shall pay all other of its own costs incurred in
connection with such registration.

              2.2 Certain Underwritten Offerings Pursuant to the Shelf
Registration Statement.

              (a) Underwriting Notice. In the event a Holder shall seek to do a
widely distributed, underwritten offering of Registrable Securities pursuant to
the Shelf Registration Statement, the Holder shall first give notice thereof
(the "Underwriting Notice") to General Motors, specifying the number of
Registrable Securities sought to be offered (but not less than the minimum
amount specified below), in which event General Motors, subject to Section 2.8
hereof, shall cooperate with the Holder in effectuating such distribution and
shall facilitate such distribution by participating in customary "road show"
presentations to prospective investors and analysts and as otherwise provided
below; provided, however, that no such offering shall be made by a Holder:

         (A) subject to the last sentence of Section 2.2(e) hereof, on more than
one occasion during any period of 12 consecutive months after any other such
offering of Registrable Securities in accordance with this Section 2.2 was
consummated;

         (B) during the 30 days prior to the anticipated consummation of an
offering of securities of the same class as the Registrable Securities and
during the 90 days after the consummation of such an offering, except in the
case of an offering registered on Form S-4 or S-8 (or any successor form) for
the registration of securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act (or any successor rule) or to
be offered to employees of and/or consultants to General Motors or subsidiaries
thereof);

                                     II-14
   8

         (C) within 270 days of the consummation of an offering of Registrable
Securities in which the Holder was offered the opportunity to participate
pursuant to Section 2.3 hereof, provided that all the Registrable Securities
requested by the Holder to be so registered were registered for sale in such
offering; and

         (D) unless, pursuant to the Underwriting Notice, the Holder will offer
for sale Registrable Securities having a market value (based upon the closing
price of such Registrable Securities quoted on the securities exchange on which
such Registrable Securities are listed on the Trading Day immediately preceding
the Underwriting Notice) of at least $750 million, or, if the market value of
all remaining Registrable Securities is less than $750 million but more than
$250 million, if the Holder will offer for sale all remaining Registrable
Securities.

If General Motors wishes to register for offering and sale as part of such an
offering referred to in an Underwriting Notice General Motors securities to be
sold for its own account or for the account of any holder of its securities
having registration rights, it shall send reasonably prompt notice thereof to
the Holder (identifying such other holder and the amount of securities that such
other holder intends to sell in connection with such offering of Registrable
Securities).

              (b) Right of First Offer. Notwithstanding Section 2.2(a) hereof,
before the Holder shall proceed with the preparation of an underwritten offering
pursuant to the Shelf Registration Statement, the Holder shall first negotiate
with General Motors with respect to the possible repurchase by General Motors of
the Registrable Securities identified in its Underwriting Notice in the same
manner as provided in Section 2.1(d) hereof as if the Underwriting Notice were a
Large Sale Notice referred to therein, except (i) the Negotiation Period
referred to therein shall extend from the time the Underwriting Notice is given
until the day preceding the commencement of the "road show" or, if there is no
"road show," the pricing of the offering (but not less than four Trading Days)
and (ii) if agreement is not reached during the Negotiation Period for the
purchase by General Motors of such Registrable Securities, the Holder may sell
such Registrable Securities as indicated in the Underwriting Notice for the
period of 120 days following the giving of the Underwriting Notice. If written
agreement is reached during the Negotiation Period for the purchase by General
Motors of such Registrable Securities, General Motors need not proceed with the
preparation of such offering pending closing of such agreement, provided that
each party shall proceed in good faith to close such agreement as soon as
practicable.

              (c) Effective Registration Statement. For purposes of determining
the Holder's right to sell Registrable Securities pursuant to the Shelf
Registration Statement in an offering referred to in Section 2.2(a) hereof, an
offering of such nature shall not be deemed to have been effected unless (A) a
registration statement with respect thereto has become effective and remained in
effect for the period set forth in Section 2.4(a)(ii) hereof (provided, however,
that a registration which does not become effective solely by reason of the
refusal of the Holder to proceed with the offering or the refusal by General
Motors to proceed based upon the written opinion of outside counsel to the lead
underwriter delivered to and reasonably acceptable to General Motors that so
proceeding


                                     II-15
   9

is inappropriate as a legal matter for a reason relating to circumstances of the
Holder shall be deemed to have been effected) and (B) after it has become
effective, such registration has not become subject to any stop order,
injunction or other order or requirement of the SEC or other governmental agency
or court for any reason, other than solely by reason of some act or omission by
the Holder with respect thereto, or such stop order, injunction or other order
has been lifted so as to permit such offering and sale of Registrable Securities
and (C) the conditions to closing specified in the purchase agreement or
underwriting agreement entered into in connection with such registration are
satisfied or any failure to satisfy such conditions was solely by reason of some
act or omission by the Holder.

              (d) Selection of Underwriters. In an offering of Registrable
Securities pursuant to this Section 2.2, any managing or lead underwriter shall
be selected by the Holder from among not fewer than two candidates for such
position selected by General Motors. Such candidates shall be selected from the
list of Broker-Dealers identified on Schedule 2.2(d) attached hereto.
Notwithstanding such selection of the managing or lead underwriter by the
Holder, General Motors may, after conferring with the lead underwriter and the
Holder, select any of the Broker-Dealers identified on Schedule 2.2(d) to act as
stabilization agent for the underwritten offering. The number of members of any
underwriting syndicate shall be selected jointly by the Holder and General
Motors and each of the Holder and General Motors shall select one-half of the
members.

              (e) Priority in Underwritten Offerings. If the managing
underwriter of an offering pursuant to this Section 2.2 shall advise the Holder
and General Motors in writing that, in its opinion, the number of securities
requested to be included in such offering (including securities to be sold by
General Motors or by other Persons not holding Registrable Securities) exceeds
the number which can be sold in such offering within an acceptable price range,
there shall be included in such offering, to the extent of the number of
securities which General Motors is so advised can be sold in such offering, (i)
first, securities of General Motors that General Motors proposes to sell
(provided that General Motors has notified the Holder that it intends to include
its securities in such offering within 30 days after receipt of the Underwriting
Notice), (ii) second, Registrable Securities requested to be included in such
offering and (iii) third, securities of General Motors held by other Persons
having registration rights proposed to be included in such offering by the
holders thereof (provided that the inclusion of any such securities held by
Persons having registration rights will not cause any delay as a result of any
requirement to update, amend or supplement the Shelf Registration Statement or
form of prospectus then forming a part thereof). If any such underwritten
offering includes securities to be sold by General Motors but does not include
all of the Registrable Securities sought to be offered by the Holder pursuant to
its Underwriting Notice, such registration shall be ignored for purposes of
applying clause (A) of Section 2.2(a) hereto.

              2.3 Piggyback Registrations.

              (a) Notice of Registered Offering. If at any time after August 19,
2000 and while the Holder has the right to have Registrable Securities
registered pursuant to Section 2.1 of this Agreement, General Motors proposes to
file on its behalf and/or on


                                     II-16
   10

behalf of any other holder of Common Stock a registration statement under the
Securities Act to register (a "Piggyback Registration") an offering of shares of
Common Stock on any form under the Securities Act, other than a registration
statement on Form S-4 or S-8 (or any successor form) for securities to be
offered in a transaction of the type referred to in Rule 145 under the
Securities Act or otherwise permitted to be registered on Form S-4 or to be
offered to employees of or consultants to General Motors or its subsidiaries, it
shall give written notice to the Holder at least 20 days before the initial
filing with the SEC of such registration statement (the "Piggyback Registration
Statement"), which notice shall set forth the amount of securities General
Motors and other parties, if any, then contemplate including in such
registration and the intended method of distribution of such securities. The
notice shall offer to include in such Piggyback Registration, subject to and on
the terms and conditions hereinafter provided, such number of Registrable
Securities as the Holder may request.

              (b) Notice of Participation in the Registration. The Holder shall
advise General Motors in writing within ten days after the date of receipt of
such offer from General Motors, setting forth the amount of Registrable
Securities for which registration is requested as part of such Piggyback
Registration. General Motors shall thereupon include in such Piggyback
Registration the number of Registrable Securities for which registration is so
requested by the Holder, subject to Section 2.3(c) below, and shall use
commercially reasonable efforts to effect registration of such Registrable
Securities under the Securities Act, and in connection therewith shall, as
promptly as practicable after receipt of such advice in writing, prepare and
file and cause to be declared effective a registration statement with the SEC
under the Securities Act with respect thereto.

              (c) Priority in Piggyback Registrations. If the Piggyback
Registration involves an underwritten offering and the managing underwriter
shall advise the Holder and General Motors in writing that, in its opinion, the
number of securities requested to be included in such registration (including
securities to be sold by General Motors or by other Persons not holding
Registrable Securities) exceeds the number which can be sold in such offering
within an acceptable price range, General Motors will include in such
registration, to the extent of the number which General Motors is so advised can
be sold in such offering, (i) first, securities of General Motors that General
Motors proposes to sell, (ii) second, securities of General Motors held by other
Persons having registration rights proposed to be included in such registration
by the holders thereof, to the extent that it was the exercise of such
registration rights that gave rise to the Piggyback Registration, and (iii)
third, securities of General Motors (including Registrable Securities) held by
all other Persons having registration rights proposed to be included in such
registration by the holders thereof, pro rata among such Persons on the basis of
the number of securities requested to be included by such Persons.

              (d) Expenses. General Motors shall pay all of the Registration
Expenses in connection with any registration in which the Holder has the
opportunity to participate pursuant to this Section 2.3; provided, however, that
in any underwritten offering pursuant to this Section 2.3 the Holder shall pay
its pro rata share in accordance with the number of Registrable Securities sold
by it in such offering of any fees, commissions, discounts and expenses of any
underwriter, including, without limitation, reasonable fees


                                     II-17
   11

and disbursements of counsel thereto, if any, and the Holder shall pay all of
its own other costs incurred in connection with such registration.

              2.4 Registration Procedures.

              (a) Actions To Be Taken By General Motors. If and whenever General
Motors is required to use commercially reasonable efforts to effect the
registration of any Registrable Securities under the Securities Act as provided
herein, General Motors shall, as expeditiously as possible, but subject to the
provisions of Section 2.8 hereof:

                   (i) prepare and file with the SEC the requisite registration
              statement to effect such registration (including such audited
              financial statements as may be required by the Securities Act or
              the rules and regulations promulgated thereunder) and thereafter
              use commercially reasonable efforts to cause such registration
              statement to become effective as promptly as practicable under the
              circumstances and to remain effective for the period set forth in
              subparagraph (ii) below; provided that, before filing such
              registration statement or any amendments thereto, General Motors
              will furnish to counsel selected by the Holder copies of all such
              documents proposed to be filed, which documents will be subject to
              the review of and reasonably prompt comment by, but not the prior
              approval, of such counsel;

                   (ii) prepare and file with the SEC such amendments and
              supplements to such registration statement and the prospectus used
              in connection therewith as may be necessary to keep such
              registration statement effective and to comply with the provisions
              of the Securities Act with respect to the disposition of all
              securities covered by such registration statement until the
              earlier of such time as all of such securities have been disposed
              of in accordance with the intended methods of distribution thereof
              or the expiration of (A) in the case of the Shelf Registration
              Statement, the period set forth in Section 2.1 and (B) in the case
              of a registration statement contemplated by Section 2.3 hereof, 90
              days after such registration statements become effective;

                   (iii) furnish the Holder and each underwriter, if any, of the
              securities being sold by the Holder such number of conformed
              copies of such registration statement and of each such amendment
              and supplement thereto (in each case including all exhibits), such
              number of copies of the prospectus contained in such registration
              statement (including each preliminary prospectus and any summary
              prospectus) and any other prospectus filed under Rule 424 under
              the Securities Act (or any successor rule), in conformity with the
              requirements of the Securities Act, and such other documents, as
              the Holder and such underwriter, if any, may reasonably request;

                                     II-18
   12

                   (iv) use commercially reasonable efforts to register or
              qualify all Registrable Securities and other securities covered by
              such registration statement under the securities laws or "Blue
              Sky" laws of such jurisdictions of the United States of America
              and its territories and possessions as the Holder and any
              underwriter of the securities being sold by the Holder shall
              reasonably request, to keep such registrations or qualifications
              in effect for so long as such registration statement remains in
              effect, and take any other action which may be reasonably
              necessary or advisable to enable the Holder and such underwriter
              to consummate the disposition in such jurisdictions of the
              securities owned by the Holder, except that General Motors shall
              not for any such purpose be required to qualify generally to do
              business as a foreign corporation in any jurisdiction wherein it
              would not but for the requirements of this agreement be obligated
              to be so qualified, or to subject itself to taxation in any such
              jurisdiction or to consent to general service of process in any
              such jurisdiction;

                   (v) use commercially reasonable efforts to cause all
              Registrable Securities covered by such registration statement to
              be registered with or approved by such other governmental agencies
              or authorities as may be necessary to enable the Holder to
              consummate the disposition of such Registrable Securities;

                   (vi) furnish to the Holder a signed counterpart, addressed to
              the Holder and the underwriters, if any, of:

                        (1) an opinion of counsel for General Motors, dated the
              effective date of such registration statement (or, if such
              registration includes an underwritten public offering, an opinion
              dated the date of the closing under the underwriting agreement)
              covering such matters as are customary in connection with such a
              registered offering of securities by General Motors, reasonably
              satisfactory in form and substance to the Holder, and

                        (2) a "comfort" letter (or, in the case of any such
              Person which does not satisfy the conditions for receipt of a
              "comfort" letter specified in Statement on Auditing Standards No.
              72, an "agreed upon procedures" letter), dated the effective date
              of such registration statement (and, if such registration includes
              an underwritten public offering, a letter of like kind dated the
              date of the closing under the underwriting agreement), signed by
              the independent public accountants who have certified General
              Motors' financial statements included in such registration
              statement, covering substantially the same matters with respect to
              such registration statement (and the prospectus included therein)
              and, with respect to events subsequent to the date of such
              financial statements, as are customarily covered in accountants'
              letters delivered to the underwriters in underwritten public
              offerings of securities, including,


                                     II-19
   13

              without limitation, that in the opinion of such accountants, the
              financial statements and other financial data of General Motors
              included in such registration statement, prospectus or any
              amendment or supplement thereto, comply as to form in all material
              respects with the applicable accounting requirements of the
              Securities Act (with, in the case of an "agreed upon procedures"
              letter, such modifications or deletions as may be required under
              Statement on Auditing Standards No. 35);

                   (vii) notify the Holder and the managing underwriter or
              underwriters, if any, promptly:

                        (1) when the registration statement, the prospectus or
              any supplement or amendment related thereto has been filed, and,
              with respect to the registration statement or any post-effective
              amendment thereto, when the same has become effective;

                        (2) of any request by the SEC for amendments or
              supplements to the registration statement or the prospectus or for
              additional information;

                        (3) of the issuance by the SEC of any stop order
              suspending the effectiveness of the registration statement or the
              initiation of any proceedings by any Person for that purpose (in
              which case the period mentioned in subparagraph (ii) of this
              Section 2.4 shall be extended by the length of the period during
              which such stop order is in effect);

                        (4) if at any time the representations and warranties of
              General Motors made as contemplated by Section 2.5 below cease to
              be true and correct; or

                        (5) of the receipt by General Motors of any notification
              with respect to the suspension of the qualification of any
              Registrable Securities for sale under the securities or Blue Sky
              laws of any jurisdiction or the initiation or threat of any
              proceeding for such purpose;

                   (viii) notify the Holder at any time when a prospectus
              relating to such registration statement is required to be
              delivered under the Securities Act, upon the discovery that, or
              upon the happening of any event as a result of which, the
              prospectus included in such registration statement, as then in
              effect, includes an untrue statement of a material fact or omits
              to state any material fact required to be stated therein or
              necessary to make the statements therein not misleading in the
              light of the circumstances under which they were made, and at the
              request of the Holder promptly prepare and furnish to the Holder
              and each underwriter, if any, a reasonable number of copies of a
              supplement to or an amendment of such prospectus as may be
              necessary so that, as thereafter delivered to the purchasers of
              such securities with such supplement or amendment, such


                                     II-20
   14

              prospectus shall not include an untrue statement of a material
              fact or omit to state a material fact required to be stated
              therein or necessary to make the statements therein not misleading
              in the light of the circumstances under which they were made;

                   (ix) make commercially reasonable efforts to obtain the
              withdrawal of any order suspending the effectiveness of the
              registration statement at the earliest possible moment;

                   (x) use commercially reasonable efforts to list all
              Registrable Securities covered by such registration statement on
              any securities exchange on which any of the securities of the same
              class as the Registrable Securities are then listed;

                   (xi) use commercially reasonable efforts to provide a CUSIP
              number for the Registrable Securities, not later than the
              effective date of the registration statement; and

                   (xii) use commercially reasonable efforts to comply with all
              applicable rules and regulations promulgated by the SEC.

              (b) Information To Be Provided By the Holder. General Motors may
require the Holder to furnish General Motors such information regarding the
Holder and the distribution of such securities as General Motors may from time
to time reasonably request in writing and as shall be required in connection
with General Motors' performance of its obligations hereunder.

              (c) Discontinuance of Sales By the Holder. The Holder agrees that,
upon receipt of any notice from General Motors of the occurrence of any event of
the kind described in subparagraph (viii) of Section 2.4(a), the Holder will
forthwith discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until the
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subparagraph (viii) of this Section 2.4 and, if so directed by
General Motors, will deliver to General Motors (at General Motors' expense) all
copies, other than permanent file copies, then in the Holder's possession of the
prospectus relating to such Registrable Securities current at the time of
receipt of such notice. In the event General Motors shall give any such notice,
the period mentioned in subparagraph (ii) of this Section 2.4 shall be extended
by the length of the period from and including the date when the Holder shall
have received such notice to the date on which it has received the copies of the
supplemented or amended prospectus contemplated by subparagraph (viii) of this
Section 2.4.

              (d) Certain References To the Holder. If any such registration
statement refers to the Holder by name or otherwise as the holder of any
securities of General Motors, then the Holder shall have the right to require
(A) the insertion therein of language, in form and substance reasonably
satisfactory to the Holder, to the effect that the holding by the Holder of such
securities is not to be construed as a recommendation


                                     II-21
   15

by the Holder of the investment quality of General Motors' securities covered
thereby and that such holding does not imply that the Holder will assist in
meeting any future financial requirements of General Motors, or (B) in the event
that such reference to the Holder by name or otherwise is not required by the
Securities Act or any similar federal statute then in force and a written
opinion from counsel to the Holder to such effect is delivered to General
Motors, the deletion of the reference to the Holder.

              2.5 Underwritten Offerings.

              (a) Underwriting Agreements. If requested by the underwriters for
any underwritten offering by the Holder to be conducted pursuant to Section 2.2
hereof, General Motors will enter into an underwriting agreement with such
underwriters for such offering, such agreement to be in customary form for
offerings of this type and acceptable to the Holder, whose acceptance shall not
be unreasonably withheld, and to contain such representations and warranties by
General Motors and such other terms as are generally prevailing in agreements of
this type, including, without limitation, indemnities by General Motors at least
as broad as those provided in Section 2.7 hereof (but General Motors shall not
be required to indemnify any underwriter in respect of conduct involving its bad
faith, negligence or willful misconduct) and other customary indemnifications.
The Holder will cooperate with General Motors in the negotiation of the
underwriting agreement and will give consideration to the reasonable suggestions
of General Motors regarding the form thereof. The Holder shall be a party to
such underwriting agreement and may, at its option, require that any or all of
the representations and warranties by, and the other agreements on the part of,
General Motors to and for the benefit of such underwriters shall also be made to
and for the benefit of the Holder and that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting
agreement be conditions precedent to the obligations of the Holder. The Holder
shall not be required to make any representations or warranties to or agreements
with General Motors or the underwriters other than representations and
warranties or agreements regarding the Holder, the Holder's Registrable
Securities, the Holder's intended method of distribution and any other
representation required by law.

              (b) Holdback Agreements. Each Holder shall, upon a request made in
good faith by the managing underwriter of an offering of securities of the same
class as any Registrable Securities made at any time during which a Holder has
the right to have Registrable Securities registered pursuant to Sections 2.1
hereof or to sell any Registrable Securities pursuant to a registration
statement filed in accordance herewith, refrain from selling or otherwise
disposing of, or engaging in Hedging Transactions in respect of, any securities
of the same class as Registrable Securities (except for a sale to be made in an
underwritten offering pursuant to this Agreement):

                   (i) during the period commencing on the day which is 30 days
              prior to the anticipated pricing of such underwritten offering of
              which the Holder shall have been advised by the managing
              underwriter (the "Pricing Date"), if the Holder shall have been so
              advised at least 30 days in advance, or, if not, such lesser
              number of days before the Pricing Date


                                     II-22
   16

              after which the Holder has been so advised, and ending on the day
              which is 30 days after the registration statement for such
              offering has become effective or, if the offering is pursuant to a
              registration statement filed and effective under Rule 415, the
              consummation or abandonment of the offering, and

                   (i) during the period commencing 75 days prior to the Pricing
              Date, if the Holder shall have been advised thereof at least 75
              days in advance, or, if not, such lesser number of days after
              which the Holder has been so advised and ending (and including) 31
              days prior to the Pricing Date (assuming the Holder has been
              advised thereof by such date), if in the case of any such sale of
              securities of such class on any day during the period referred to
              in this clause (ii) such sale would exceed the Daily Volume
              Limitation as of the date the Holder is advised of the Pricing
              Date.

Fiat shall not and shall not permit any Subsidiary of Fiat to sell or otherwise
dispose of any securities of the same class as Registrable Securities or to
engage in any Hedging Transaction in respect thereof at a time when a Holder is
not permitted to do so in accordance with the immediately preceding sentence.
Notwithstanding the foregoing provisions of this Section 2.5(b), but subject to
the other provisions of this Agreement, Fiat, the Holder and any Subsidiary of
Fiat shall be entitled to sell securities of the same class as the Registrable
Securities in a private sale so long as the purchaser of such securities agrees
to comply with the restrictions set forth in this Section 2.5(b) to the same
extent as the Holder for the remainder of the applicable period.

              (b) Participation in Underwritten Offerings. Neither the Holder
nor any other Person (other than General Motors, which will be subject to and
governed by the other terms and provisions of this Agreement) may participate in
any underwritten offering in which Registrable Securities are to be offered
pursuant to Section 2.2 hereof unless such Person (i) agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved, subject to the terms and conditions hereof, by the Holder to be
included in such underwritten offering and (ii) completes and executes all
questionnaires, indemnities, underwriting agreements and other documents (other
than powers of attorney) reasonably required under the terms of such
underwriting arrangements. Notwithstanding the foregoing, no underwriting
agreement (or other agreement in connection with such offering) shall require
the Holder to make any representations or warranties to or agreements with
General Motors, the underwriters or such Person other than representations and
warranties or agreements regarding the Holder, the Registrable Securities and
the Holder's intended method of distribution and any other representation
required by law.

              2.6 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement and prospectus, and any
supplement or amendment thereto, under the Securities Act pursuant to this
Agreement, General Motors will give to the Holder, its underwriters, if any, and
their respective counsel and accountants the opportunity to participate in the
preparation of each such registration statement, each prospectus included
therein or filed with the SEC, and each amendment


                                     II-23
   17

thereof or supplement thereto, and will give each of them such access to General
Motors' books and records (collectively, the "Records") and such opportunities
to discuss the business of General Motors with its officers and the independent
public accountants who have certified its financial statements, as shall be
necessary to conduct a reasonable due diligence investigation for purposes of
the Securities Act; provided that the Holder and its counsel and accountants
shall hold such Records confidential in accordance with the terms and conditions
of the Master Agreement.

              2.7 Indemnification.

              (a) Indemnification by General Motors. In the event of any
registration of any securities of General Motors under the Securities Act
pursuant to this Agreement, General Motors will, and hereby does agree to,
indemnify and hold harmless in the case of any registration statement,
prospectus, amendment or supplement thereto filed pursuant to this Agreement,
the Holder, its directors, officers, employees and agents, each Person who
participates in the offering of such securities and each Person, if any, who
controls the Holder or any such participating Person within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Holder or any such director or officer or controlling
Person or participating Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any such registration statement under which such
securities were registered under the Securities Act, any final prospectus or
summary prospectus contained therein (in each case as amended or supplemented),
or any amendment or supplement thereto, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances under which they were made,
not misleading, and General Motors will reimburse the Holder and each such
director, officer, controlling Person and participating Person for any legal or
any other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, liability, action or proceeding, provided
that General Motors shall not be liable in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to General
Motors by or on behalf of the Holder or an underwriter specifically for use
therein. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder or any such director, officer,
underwriter, controlling Person or participating Person, and shall survive the
transfer of such securities by the Holder.

              (b) Indemnification by the Holder. In the event of any
registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Holder will, and hereby does agree to, indemnify and hold
harmless in the case of any registration statement, prospectus, amendment or
supplement thereto filed pursuant to this Agreement, General Motors, its
directors, officers, employees and agents, each


                                     II-24
   18

Person who participates in the offering of such securities and each Person, if
any who controls General Motors or any such participating Person within the
meaning of the Securities Act, against all losses, claims, damages or
liabilities, joint or several, to which General Motors or any such director or
officer or controlling Person or participating Person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based on any untrue statement or alleged
untrue statement of any material fact contained in any such registration
statement under which such securities were registered under the Securities Act,
any final prospectus or summary prospectus contained therein (in each case as
amended or supplemented), or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances they were made, not misleading, if such untrue statement or
alleged untrue statement of any material fact contained in or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to General Motors by or on behalf of the Holder
specifically stating that it is for use in the preparation of such registration
statement, final prospectus, summary prospectus, amendment or supplement, and
the Holder shall reimburse General Motors and each such director, officer,
controlling Person and participating Person for any legal or any other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, liability, action or proceeding, provided that the Holder
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Holder by or on behalf of
General Motors or an underwriter specifically for use therein. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of General Motors or any such director, officer, underwriter,
controlling Person or participating Person, and shall survive the transfer of
such securities by the Holder.

              (c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding provisions of this Section 2.7,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding provisions of this Section 2.7, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim and
representation of both parties is not appropriate, the indemnifying party shall
be entitled to participate in and to assume the defense thereof, to the extent
that the indemnifying party may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the


                                     II-25
   19

indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof. In the event the indemnified party believes such a conflict of
interest to exist, the indemnifying party shall indemnify the indemnified party
for all costs and expenses of separate counsel for the indemnified party in
accordance with Section 2.7(a) or 2.7(b) above, as applicable. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action without the prior
consent of the indemnified party. No indemnified party shall consent to entry of
any judgment or enter into any settlement of any such action the defense of
which has been assumed by an indemnifying party without the consent of such
indemnifying party.

              (d) Contribution. If the indemnification provided for in the
preceding provisions of this Section 2.7 is unavailable to an indemnified party
in respect of any expense, loss, claim, damage or liability referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such expense, loss, claim, damage or liability. As between General
Motors, on the one hand, and the Holder, on the other, the amount of
contribution shall be in such proportions as appropriate to reflect the relative
fault of General Motors and the Holder. The relative fault of General Motors, on
the one hand, and of the Holder, on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission to state a material fact relates to information
supplied by General Motors or by the Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission, provided that in no event shall the obligation of any
indemnifying party to contribute under this Section 2.7(d) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under Sections 2.7(a) or (b)
had been available under the circumstances. General Motors and the Holder agree
that it would not be just and equitable if contribution pursuant to this Section
2.7(d) were determined by pro rata allocation (even if the Holder and any
underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth in the preceding sentence and
this Section 2.7(d), any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 2.7(d), the Holder
shall not be required to contribute any amount in excess of the amount by which
the net proceeds received by the Holder from the sale of Registrable Securities
exceeds the amount of any damages that the Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

                                     II-26
   20

              2.8 Suspension of Registration. Notwithstanding anything to the
contrary contained herein, General Motors will not be required to file any
registration statement pursuant to this Agreement, file any amendment thereto,
furnish any supplement to a prospectus included in a registration statement
pursuant to Section 2.4(a)(viii) hereof, make any other filing with the SEC,
cause any registration statement or other filing with the SEC to become
effective, or take any similar action, and any and all sales of Registrable
Securities by a Holder pursuant to an effective registration statement shall be
suspended: (i) if such actions are prohibited by applicable law, (ii) if General
Motors notifies the Holder that such actions could otherwise materially
interfere with business activities or plans of General Motors, or (iii) if
General Motors notifies the Holder that such actions would, in the good faith
judgment of counsel of General Motors, require the disclosure of material
non-public information which General Motors has a bona fide business purpose for
preserving as confidential and which General Motors would not otherwise be
required to disclose; provided that General Motors may not delay any such
actions or suspend any such sales pursuant to clause (ii) or (iii) of the first
sentence of this Section 2.8 for more than an aggregate of 120 consecutive days
or, except as otherwise provided in the third sentence of this Section 2.8, for
an aggregate of 120 days in any period of twelve consecutive months. Upon the
termination of the condition described in clauses (i), (ii) or (iii) of the
first sentence of this Section 2.8, General Motors shall give prompt notice to
the Holder and shall promptly file any registration statement or amendment
thereto required to be filed by it pursuant to this Agreement, furnish any
prospectus supplement required to be furnished pursuant to Section 2.4(a)(viii)
hereof, make any other filing with the SEC required of it or terminate any
suspension of sales it has put into effect and shall take such other actions to
permit registered sales of Registrable Securities as contemplated by this
Agreement. If any such delay or suspension has gone into effect and then
terminated and the Holder has had the opportunity for at least 60 consecutive
Business Days to sell Registrable Securities pursuant to the Shelf Registration
Statement, then General Motors may again delay or suspend sales as provided
above for a period of up to 120 days, even if such additional delay or
suspension would result in a delay or suspension pursuant to this Section 2.8
being in effect for more than an aggregate of 120 days in a period of twelve
consecutive months (and even if the Holder has not given a Sale Notice within
such 60 day period); provided, however, that, if such period of additional delay
or suspension extends for 120 days, Holder shall again have the opportunity for
at least 60 consecutive Business Days to sell Registrable Securities. It is
understood and agreed that the foregoing provisions of this Section 2.8 shall
not prevent a Rule 144 Sale by a Holder of Registrable Securities.

         3. Rule 144.

              3.1 Required Reports. General Motors shall timely file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder (including but not limited
to the reports under Sections 13 and 15(d) of the Exchange Act referred to in
subparagraph (c) of Rule 144) and will take such further action as the Holder or
any broker facilitating such sale may reasonably request, all to the extent
required from time to time to enable the Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144. Upon the request of the Holder,


                                     II-27
   21

General Motors will, at its cost, deliver to the Holder any information to be
delivered or filed in connection with the requirements of this Section 3.1.

              3.2 Limitations on Registration Rights. Notwithstanding anything
in this Agreement to the contrary, without the consent of General Motors, the
Holder shall not be entitled to have any Registrable Securities registered under
the Securities Act, and General Motors shall not be required to keep a
registration statement filed pursuant to Section 2.1 hereof in effect and no
Holder shall not have the right to participate in the registration of an
offering pursuant to Section 2.3 hereof, if the amount of Registrable Securities
which all Holders expect to sell pursuant to such registration can at such time
otherwise be disposed of immediately by them as permitted by Rule 144.

         4. Sales of GM Securities Before August 19, 2000. Neither Holder, nor
Fiat or any of its Subsidiaries, shall sell or otherwise dispose of or engage in
Hedging Transactions in respect of any of the Shares (or any Registrable
Securities issued in respect of the Shares) if doing so would result in such
Shares (or Registrable Securities) or, in lieu thereof, other shares of Common
Stock (or Registrable Securities), directly or indirectly, being publicly traded
before August 19, 2000.

         5. Amendments and Waivers. This Agreement may be amended by agreement
of the parties and General Motors, Fiat or a Holder, as the case may be, may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if it shall have obtained the written consent of the
other parties to such amendment, action or omission to act.

         6. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given or made (and shall be deemed to have been duly
given or made upon receipt at the designated individual's office) by delivery in
person, by messenger or courier service, by mail, by facsimile or by e-mail, to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
6):

         if to Fiat or to any Holder or all Holders:

                  Fiat S.p.A.
                  Via Nizza n. 250
                  10125 Torino
                  Italy
                  Telecopier No.: (39) 011 686-1341
                  Attention: Damien Clermont
                             Chief Financial Officer
                  e-mail:  damien.clermont@fiatgroup.com

         with a copy to:

                  Shearman & Sterling


                                     II-28
   22

                  599 Lexington Avenue
                  New York, New York 10022
                  Telecopier No.: (212) 848-7179
                  Attention: John A. Marzulli, Jr., Esq.
                  e-mail: jmarzulli@shearman.com

if to General Motors:

                  General Motors Corporation
                  767 Fifth Avenue
                  New York, New York  10153
                  Telecopier No.: 212-418-3630
                  Attention: Eric Feldstein
                             Treasurer
                  email: eric.feldstein@gm.com

         and

                  General Motors Corporation
                  100 Renaissance Center
                  Detroit, Michigan 48265-1000
                  Telecopier No.: 313-665-4978
                  Attention: Warren G. Andersen, Esq
                  e-mail: warren.g.andersen@gm.com

         with a copy to:

                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Telecopier No.: 212-310-8007
                  Attention: Robert L. Messineo, Esq.
                  e-mail: Robert Messineo@weil.com.

Any notice given to Fiat as provided above shall be deemed given to all Holders,
whether or not any Holder is addressed therein.

         7. Assignment. This Agreement may not be assigned by any party without
the prior written consent of all other parties, except as in this Section 7
permitted. The rights and obligations of Fiat hereunder may not be assigned to
any other Person (except by operation of law or to a successor in interest in
connection with the transfer of all or substantially all of Fiat's business to a
Person who assumes all of its obligations hereunder). The rights and obligations
of FAP and any other Holder hereunder may not be assigned to any other Person,
other than to Fiat or a Subsidiary of Fiat which has become the owner of
Registrable Securities and agreed to be bound by this Agreement as a Holder. The
rights and obligations of General Motors may not assigned (except by


                                     II-29
   23

operation of law or to a successor in interest whose securities are issued in
exchange for or in replacement of Registrable Securities in connection with the
transfer of all or substantially all of General Motors's business to a Person
who assumes all of its obligations hereunder). In the event that, as a result of
an assignment permitted under this Section 7, two or more Persons hold
Registrable Securities, the rights under this Agreement permitted to be
exercised by the Holder shall be exercised by such of those Persons as hold a
majority of the Registrable Securities. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.

         8. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

         9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PROVISIONS, POLICIES OR
PRINCIPLES OF CHOICE OR CONFLICTS OF LAWS.

         10. Counterparts. This Agreement may be executed simultaneously in any
number of counterparts, manually or by facsimile, each of which shall be deemed
an original, but all such counterparts shall together constitute one and the
same instrument.

         11. Entire Agreement. This Agreement and the Master Agreement embody
the entire agreement and understanding between General Motors and the Holder
relating to the subject matter hereof and supersedes all prior agreements and
understandings relating to such subject matter.

         12. Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, GENERAL MOTORS AND THE HOLDER EACH
HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS
FROM ANY THEREOF. EACH OF GENERAL MOTORS AND THE HOLDER HEREBY IRREVOCABLY
CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO GENERAL MOTORS OR THE
HOLDER, AS THE CASE MAY BE, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 6.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO


                                     II-30
   24

THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

         13. Injunctive Relief; Severability.

              13.1 The parties hereto agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific intent or were otherwise breached and,
accordingly, agree that the party aggrieved thereby shall be entitled to an
injunction or injunctions, without bond, to prevent or cure any such breach,
including to enforce specifically the provisions hereof, such relief to be in
addition to any other remedy to which it may be entitled by law or equity, and
the breaching party hereby waives any defense it may have that damages provide
an adequate remedy.

              13.2 If any provision of this Agreement, or the application of
such provisions to any Person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to Persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

                         [SIGNATURES BEGIN ON NEXT PAGE]



                                     II-31
   25


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                       GENERAL MOTORS CORPORATION



                                       By: /s/ERIC FELDSTEIN
                                           -------------------------------------
                                       Name:  Eric Feldstein
                                       Title: Vice President and Treasurer


                                       FIAT S.p.A.



                                       By: /s/PAOLO CANTARELLA
                                           -------------------------------------
                                       Name:  Paolo Cantarella
                                       Title: Chief Financial Officer



                                       FIAT AUTO PARTECIPAZIONI S.p.A.



                                       By: /s/PAOLO CANTARELLA
                                           -------------------------------------
                                       Name:  Paolo Cantarella
                                       Title: Chairman



                                     II-32
   26


                                                                 SCHEDULE 2.2(d)


            Broker-Dealers Eligible As Managing or Lead Underwriters


                           Credit Suisse First Boston
                                  Goldman Sachs
                                  Merrill Lynch
                           Morgan Stanley Dean Witter
                              Salomon Smith Barney
  (or any Broker-Dealer which is the successor to all or substantially all the
                          brokerage business thereof)
                                       or

   any other Broker-Dealer which is listed among the top five book runners of
equity offerings of domestic (U.S.) issuers in the 12 months preceding the based
   on proceeds raised (as calculated giving proportional credit to each book
                                    runner)*



















*  As determined, for example, by Commscan information service


                                     II-33

EX-5.1

   1
                                                                     EXHIBIT 5.1

                                September 1, 2000


General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265

         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         In connection with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by General Motors Corporation, a Delaware
corporation (the "Corporation") under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of (i) 32,053,422 shares of General
Motors Corporation common stock, par value $1-2/3 per share (the "Common Stock")
for resale by Fiat Auto Partecipazioni S.p.A and (ii) 9,946,578 shares of Common
Stock which the Corporation may issue from time to time to settle certain
derivative transactions, I am rendering this opinion upon the validity of the
shares of Common Stock. At your request, this opinion is being furnished to you
for filing as Exhibit 5.1 to the Registration Statement.

         In my capacity as attorney on the Legal Staff of the Corporation, I
have examined originals or copies (certified or otherwise identified to my
satisfaction) of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Corporation, and have made such
inquiries of such officers and representatives, as I have deemed relevant and
necessary as basis for the opinions hereinafter set forth.

         In such examination, I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, I
have relied upon certificates or comparable documents or officers and
representatives of the Corporation.

         Based on upon and subject to the foregoing, I am of the opinion that:

                  1. The Corporation is a corporation validly existing and in
                  good standing under the laws of the State of Delaware.

                  2. The shares of Common Stock registered pursuant to the
                  Registration Statement have been duly authorized, and will,
                  when sold, be validly issued, fully paid, and nonassessable.



                                     II-34
   2


         I express no opinion with respect to the laws of any jurisdiction other
than the General Corporation Law of the State of Delaware and the federal laws
of the United States. I do not find it necessary for the purposes of this
opinion, and accordingly, I do not purport to cover herein the application of
the securities or "Blue Sky" laws of the various states to the resale of the
shares of Common Stock.

         I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules of regulations of
the Securities and Exchange Commission.

                                                     Very truly yours,

                                                     /s/ WARREN G. ANDERSEN
                                                     Warren G. Andersen


                                     II-35

EX-23.1

   1
                                                                   EXHIBIT 23(a)






CONSENT OF INDEPENDENT AUDITORS




GENERAL MOTORS CORPORATION:

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of General Motors Corporation of the following:

     -    our report dated January 20, 2000 (March 7, 2000 as to Note 27)
          appearing on page II-24 in the Annual Report on Form 10-K of General
          Motors Corporation for the year ended December 31,1999;
     -    our report dated January 19, 2000 (March 1, 2000 as to Note 21)
          appearing on page IV-31 in the Annual Report on Form 10-K of General
          Motors Corporation for the year ended December 31, 1999.

We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.


/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Detroit, Michigan
August 31, 2000



                                     II-36